Registration No. 333-
As filed with the Securities and Exchange Commission on November 12, 1997
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE ###-##-####
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
CARRETERA #865, KM 0.4
BARRIO CANDELARIA ARENAS
TOA BAJA, PUERTO RICO 00949
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
QUALIFIED STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(FULL TITLE OF PLANS)
_________________________
RAFAEL NIN
CARRETERA #865, KM 0.4
BARRIO CANDELARIA ARENAS
TOA BAJA, PUERTO RICO 00949
(787) 251-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
LAURENCE E. CRANCH, ESQ.
ALEJANDRO E. CAMACHO, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM
TO BE REGISTERED REGISTERED{(1)} PER SHARE{(2)} AGGREGATE AMOUNT OF
OFFERING PRICE{(2)} REGISTRATION FEE
<S> <C> <C> <C> <C>
Class B Common Stock, 190,000{(3)} $5.00{(4)} $950,000 $ 287.88
par value $0.01 per 810,000{(5)} $7.0625{(6)} $5,720,625 $1,733.52
share 1,516,667{(7)} $5.00{(4)} $7,583,335 $2,297.98
--------- ------- ----------- ---------
2,516,667 $14,253,960 $4,319.38{(8)}
</TABLE>
(1) This Registration Statement also covers an indeterminate number of
shares that may be issuable by reason of stock splits, stock dividends,
recapitalization, exchange of shares or similar transactions in
accordance with Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended.
(3) Represents the number of shares being registered that may be purchased
upon exercise of stock options currently outstanding granted under the
Registrant's Qualified Stock Option Plan and Non-Qualified Stock Option
Plan.
(4) Based on the exercise price of options currently outstanding.
(5) Represents the maximum number of shares being registered that may be
purchased upon exercise of stock options that may be granted in the
future under the Registrant's Qualified Stock Option Plan and Non-
Qualified Stock Option Plan.
(6) Based on the average of the high and low prices of registrant's Class B
Common Stock reported on the New York Stock Exchange on November 6, 1997.
(7) Represents the number of shares being registered that may be purchased
upon exercise of stock options currently outstanding granted under the
Stock Option Agreement (as defined herein).
(8) Total filing fee being paid.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees who have been awarded options under the
Pepsi-Cola Puerto Rico Bottling Company Qualified Stock Option Plan, Non-
Qualified Stock Option Plan or Stock Option Agreement dated October 15, 1996
between the Company and Rafael Nin (the "Stock Option Agreement," and together
with the Qualified Stock Option Plan and the Non-Qualified Stock Option Plan,
the "Plans") as specified in the Note to Part I of Form S-8 and Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The Class B Common Stock of Pepsi-Cola Puerto Rico Bottling Company (the
"Company") to be offered and sold to the employees under the Plans is being
registered by the Company on this Registration Statement. In addition, the
following reoffer prospectus filed as part of this Registration Statement has
been prepared in accordance with the requirements of Part I of Form S-3, and
pursuant to General Instruction C to Form S-8, may be used in connection with
reofferings and resales of Class B Common Stock of the Company that have been
or will be acquired under the Plans.
<PAGE>
REOFFER PROSPECTUS
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
2,516,667 SHARES OF CLASS B COMMON STOCK
This Prospectus relates to the offer and sale from time to time of up to
an aggregate of 2,516,667 shares of Class B Common Stock, par value $0.01 per
share (the "Shares" or the "Class B Common Stock") of Pepsi-Cola Puerto Rico
Bottling Company (the "Company"), which may be acquired by the securityholders
described herein under the caption "Selling Security Holders" (the "Selling
Security Holders") pursuant to the Pepsi-Cola Puerto Rico Bottling Company
Qualified Stock Option Plan, Non-Qualified Stock Option Plan or Stock Option
Agreement dated October 15, 1996 between the Company and Rafael Nin (the "Stock
Option Agreement" and together with the Qualified Stock Option Plan and Non-
Qualified Stock Option Plan, the "Plans") upon exercise of stock options
granted or to be granted in the future by the Company to such Security Holders
pursuant to the Plans. See "Plan of Resale." The Company will not receive any
of the proceeds from the sale by the Selling Security Holders of the Shares
made hereunder although the Company will receive the exercise price in cash
upon the exercise of the options by the Selling Security Holders.
The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares offered hereby from time to time on the New
York Stock Exchange, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. The Company will pay
all costs, expenses and fees incurred in connection with the registration of
the Shares. The respective Selling Security Holders will pay any brokerage
fees or commissions relating to the sale of the Shares by them. See "Plan of
Resale."
The Class B Common Stock is listed on the New York Stock Exchange under
the symbol "PPO." The last reported sale price of the Class B Common Stock on
the New York Stock Exchange on November 6, 1997 was $7.0625 per share.
INVESTORS SHOULD CAREFULLY CONSIDER CERTAIN RISK FACTORS RELATING TO THE
COMPANY. SEE "RISK FACTORS" ON PAGES 4 TO 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is November 12, 1997.
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 3
The Company............................................................... 4
Risk Factors.............................................................. 4
Use of Proceeds........................................................... 5
Selling Security Holders.................................................. 5
Plan of Resale............................................................ 6
Legal Matters............................................................. 6
Experts................................................................... 6
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering made hereby, and, if given or made, such information or
representations must not be relied upon. Neither the delivery of this
Prospectus nor any offer, solicitation or sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof or that the information herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make any such offer
or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). All reports, proxy statements and other
information filed with the Commission by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at Regional Offices
of the Commission located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; at 75 Park Place, 14th Floor, New York, New York 10007; and at
5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036-3648.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Website at
http://www.sec.gov that contains reports, proxy statements and other
information filed electronically with the Commission by the Company. The
Company's Class B Common Stock is listed for trading on the New York Stock
Exchange. Reports, proxy statements and other information concerning the
Company can also be inspected at the New York Stock Exchange located at 20
Broad Street, New York, New York 10005.
2
<PAGE>
This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act. This Prospectus omits certain of the information contained
in the Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
Shares. Statements contained herein concerning the provisions of any documents
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference into this Prospectus the following
documents filed with the Commission:
(a) the Company's Annual Report on Form 10-K for the year ended
September 30, 1996, and any amendments thereto;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1996; and
(c) the description of the Company's capital stock included in its
Registration Statement on Form S-1 (Registration No. 33-94620), under the
caption "Description of Capital Stock," including any amendment or report filed
for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, will be
deemed to be incorporated by reference in this Prospectus and to be a part of
it from the date of filing of those documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement of which this Prospectus
is a part to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement of which this
Prospectus is a part.
The Company will provide copies of all documents which are incorporated by
reference (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information incorporated herein) without charge to anyone to whom this
prospectus is delivered upon a written or oral request. Requests should be
directed to Pepsi-Cola Puerto Rico Bottling Company, Carretera #865, Km 0.4,
Barrio Candelaria Arenas, Toa Baja, Puerto Rico 00949, telephone number
(787) 251-2000, Attention: C. Leon Timothy.
3
<PAGE>
THE COMPANY
The Company is a holding company which, through its manufacturing and
distribution subsidiaries, produces, sells and distributes a variety of soft
drink and fruit juice products, isotonics and bottled water in the Commonwealth
of Puerto Rico ("Puerto Rico"), pursuant to exclusive franchise arrangements
with PepsiCo, Inc. ("PepsiCo") and other franchise arrangements. The Company
also has rights to sell PepsiCo products to distributors in the U.S. Virgin
Islands. The Company produces, sells and distributes soft drink products under
the Pepsi-Cola, Diet Pepsi, Pepsi Free, Slice, Wonder Kola, On-Tap and Mountain
Dew trademarks pursuant to exclusive franchise arrangements with PepsiCo. The
Company produces (through an arrangement with a co-packer), sells and
distributes isotonics under the All Sport trademark pursuant to an exclusive
franchise arrangement with PepsiCo. In addition, the Company produces, sells
and distributes tonic water, club soda and ginger ale under the Seagram
trademark under an exclusive arrangement with Joseph E. Seagram & Sons, Inc.
("Seagram") and sells and distributes fruit juice products under the Welch's
trademark. The Company also produces, sells and distributes bottled water
under its own Cristalia trademark.
RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
ADDITION TO OTHER INFORMATION SET FORTH IN THIS PROSPECTUS IN EVALUATING AN
INVESTMENT IN THE SHARES OFFERED HEREBY.
RECENT UNFAVORABLE FINANCIAL RESULTS
For the nine month interim period ended June 30, 1997, the Company had a
loss from operations of $(20.2) million compared to a loss from operations of
$(18.0) in the 1996 nine month interim period. This loss from operations in
the 1997 interim period resulted primarily from (i) intense competitive
pressures in Puerto Rico which produced substantially lower net prices, (ii)
recognition of a loss contingency in connection with the proposed settlement of
certain shareholder class action law suits against the Company and (iii) legal
fees incurred in connection with the shareholder law suits and an ongoing
investigation by the Securities and Exchange Commission of the circumstances
surrounding certain accounting irregularities which precipitated the
shareholder lawsuits. In addition, the Company incurred substantial non-
recurring restructuring charges as a result of employee terminations which
reduced the Company's work force by 5%.
Although the shareholder law suits have now been settled, the Company
continues to face intense, competitive pressures in Puerto Rico which continue
to adversely affect the Company's results of operations.
COMPETITION
The soft drink industry in Puerto Rico is highly competitive. The Company
faces intense price competition which has resulted in substantially lower net
prices. The Company's principal competitors in Puerto Rico are the local
bottlers and distributors of Coca-Cola in the cola market and Seven-Up in the
flavored soft drink market. The Company's other competitors include bottlers
and distributors of nationally and regionally advertised and marketed products,
as well as bottlers of smaller private label soft drinks, which the Company
believes represents approximately 20% of total soft drink sales in Puerto Rico.
While the Company engages in extensive marketing to establish brand
differentiation and loyalty, the Company expects that competitors of the
Company will continue their intense price competition in order to increase
their sales volumes and market shares to the detriment of the Company. There
is no assurance that continued aggressive competition will not lead to even
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<PAGE>
lower prices for the Company's products and, as a result, increased losses.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares by the
Selling Security Holders made hereunder. The Company will receive the exercise
price in cash upon the exercise of the options by the Selling Security Holders,
which it will use for general corporate purposes.
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales by directors and employees of
the Company or any subsidiary or affiliate thereof ("Selling Security Holders")
of Shares which may be acquired by the Selling Security Holders upon the
exercise of options granted under the Plans. As of the date hereof, 2,516,667
Shares may be reoffered by the Selling Security Holders pursuant to the Plans
and this Prospectus. The following table sets forth (i) the name of the
current Selling Security Holder and his material relationships to the Company
within the past three years, (ii) the number and percentage holdings of Class B
Common Stock that such Selling Security Holder beneficially owned as of
September 30, 1997 (including shares of Class B Common Stock obtainable under
options exercisable within sixty (60) days of such date), (iii) the aggregate
number of shares of Class B Common Stock that such Selling Security Holder may
sell pursuant to this Prospectus and (iv) the number and percentage holdings of
such Selling Security Holder following the completion of this offering.
<TABLE>
<CAPTION>
NAME SHARES OF CLASS B MAXIMUM SHARES OF CLASS B
AND POSITION COMMON STOCK OWNED NUMBER OF COMMON STOCK OWNED
OR PRIOR TO THE OFFERING SHARES AFTER THE OFFERING{(3)}
---------------------------- ------------------------------
RELATIONSHIP PERCENT OFFERED PERCENT
WITH THE COMPANY AMOUNT OF CLASS{(1)} HEREBY{(2)} AMOUNT OF CLASS{(1)}
- ----------------------- ----------- ------------- ------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Rafael Nin 1,863,246{(4)} 10.23% 1,706,667 156,579{(5)} 0.86%
Director and Chief
Executive Officer of the
Company
</TABLE>
- ----------------------
(1) Based on 16,500,000 total outstanding Class B Shares on September 30, 1997
plus 1,706,667 Class B Shares issuable upon exercise of currently
outstanding options.
(2) Includes the number of Shares which the current Selling Security Holder may
acquire pursuant to the exercise of options granted to such Selling
Security Holder under the Plans (regardless of whether the options are
currently exercisable), some or all of which may be sold from time to time
pursuant to this Prospectus.
(3) Assumes that all Shares offered hereby are sold.
(4) Includes 1,516,667 Shares that may be acquired upon the exercise of a
currently exercisable option (with unlimited duration) granted pursuant to
the Stock Option Agreement and 190,000 Shares that may be acquired upon the
exercise of a currently exercisable option (with a duration of ten years
from October 15, 1996) granted pursuant to the Qualified Stock Option Plan.
The exercise price of both options is $5.00 per share.
(5) Shares directly owned by Mr. Nin.
Selling Security Holders may receive additional options under the Plans in
the future and upon the exercise of such options will receive additional Shares
which may be sold. The current Selling Security Holder is the only person
currently eligible to resell shares of Class B Common Stock hereunder. Listed
above is the amount of shares available to be resold, including upon exercise
of options granted to such Selling Security Holder, whether or not such Selling
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<PAGE>
Security Holder has a present intent to resell. There is no assurance that the
Selling Security Holder will sell any or all of the shares offered by him
hereunder.
Currently, the names of other Selling Security Holders and the number of
Shares to be reoffered by them pursuant to the Company's Plans and the
Prospectus are not known by the Company. The Company will file prospectus
supplements with the Commission in accordance with Rule 424(b) under the
Securities Act.
PLAN OF RESALE
The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares offered hereby from time to time in one or
more transactions (which may involve one or more block transactions) on the New
York Stock Exchange, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. The Selling Security
Holders may effect such transactions by selling Shares to or through broker-
dealers which may receive compensation in the form of discounts, concessions or
commissions from the Selling Security Holders and/or commissions from
purchasers of the Shares for whom they may act as agent.
The Company will pay all costs, expenses and fees incurred in connection
with the registration of the Shares. The respective Selling Security Holders
will pay any brokerage fees or commissions relating to the sales of the Shares
by them. The Company will not receive any of the proceeds from the sale by the
Selling Security Holders of the Shares made by this Prospectus although the
Company will receive the exercise price in cash upon the exercise of the
options by the Selling Security Holders.
There is no assurance that any of the Selling Security Holders will sell
any or all of the Shares offered by them.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by Rogers &
Wells, counsel to the Company.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Prospectus from the Company's annual report on Form 10-K have
been incorporated herein in reliance on the report of KPMG Peat Marwick LLP,
independent public accountants, given on the authority of said firm as experts
in auditing and accounting.
6
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Pepsi-Cola Puerto Rico Bottling
Company (the "Company") with the Commission and are incorporated by reference
in this Registration Statement:
(a) The Annual Report of the Company on Form 10-K for the year ended
September 30, 1996, and any amendments thereto;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since September 30, 1996;
(c) The description of the Company's capital stock included in its
Registration Statement on Form S-1 (Registration No. 33-94620), under the
caption "Description of Capital Stock," including any amendment or report filed
for the purpose of updating that description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers
a corporation, subject to certain limitations, to indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
certain settlements actually and reasonably incurred by them in connection with
any action, suit or proceeding to which they are a party or threatened to be
made a party so long as they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to a criminal action or proceeding, so long as they had no
reasonable cause to believe their conduct to have been unlawful. The By-laws
of the Company provide that the Company shall indemnify its directors and such
of its officers, employees and agents as the Board of Directors may determine
from time to time, to the fullest extent permitted by the DGCL.
Section 102 of the DGCL and the Company's Certificate of Incorporation
permit the Company to limit or eliminate a director's personal liability to the
Company or its shareholders for monetary damages for breaches of fiduciary duty
except with respect to liability for breaches of the duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of the law, and the unlawful purchase or redemption of stock or
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<PAGE>
payment of unlawful dividends or the receipt of improper personal benefits.
The DGCL authorizes the purchase of indemnification insurance by the
Company. The Company currently maintains a policy insuring its directors and
officers against liabilities which may be incurred by such persons acting in
such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed with or incorporated by reference in
this Registration Statement.
4.1 Specimen Stock Certificate representing Class B Shares, incorporated
by reference to Exhibit 4.1 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (Registration No. 33-94620).
5.1 Opinion of Rogers & Wells.
23.1 Consent of KPMG Peat Marwick LLP (accountants).
23.2 Consent of Rogers & Wells is included in Exhibit 5.1.
24.1 Power of Attorney (included on signature pages to this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; or (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the registration statement; PROVIDED, HOWEVER, that (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by (i) and (ii) is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of the
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toa Baja, Commonwealth of Puerto Rico on this
11th day of November, 1997.
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
/s/ RAPHAEL NIN
By________________________________________
Rafael Nin
Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rafael Nin his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement to which this power of attorney is attached, and to file all such
amendments and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.
_________________________
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ RAFAEL NIN Director and Chief November 11, 1997
- -----------------------------------
Rafael Nin Executive Officer
/S/ JOHN W. BECK Director and Chairman November 11, 1997
- -----------------------------------
John W. Beck of the Board of Directors
/S/ CHARLES R. KRAUSER Director November 11, 1997
- -----------------------------------
Charles R. Krauser
/S/ SUTTON KEANY Director November 11, 1997
- -----------------------------------
Sutton Keany
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ ANTON SCHEDLBAUER Director November 11, 1997
- -----------------------------------
Anton Schedlbauer
/S/ C. LEON TIMOTHY Director and November 11, 1997
- -----------------------------------
C. Leon Timothy Senior Vice President
/S/ RICHARD REISS Director November 11, 1997
- -----------------------------------
Richard Reiss
/S/ DAVID L. VIRGINIA Vice President and November 11, 1997
- -----------------------------------
David L. Virginia Chief Financial Officer
</TABLE>
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EXHIBIT INDEX
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4.1 Specimen Stock Certificate representing Class B Shares,
incorporated by reference to Exhibit 4.1 to Amendment No. 3
to the Company's Registration Statement on Form S-1
(Registration No. 33-94620)
5.1 Opinion of Rogers & Wells E-2
23.1 Consent of KPMG Peat Marwick LLP E-4
(accountants)
23.2 Consent of Rogers & Wells
included in Exhibit 5.1.
24.1 Power of Attorney (included on signature pages to this
Registration Statement)
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Exhibit 5.1
ROGERS & WELLS
200 Park Avenue
New York, New York 10166
(212) 878-8000
FAX (212) 878-8375
LONDON WASHINGTON, D.C. FRANKFURT
PARIS HONG KONG
November 11, 1997
Pepsi-Cola Puerto Rico Bottling Company
Carretera #865, Km 0.4
Barrio Candelaria Arenas
Toa Baja, Puerto Rico 00949
Dear Sirs:
We have acted as counsel to Pepsi-Cola Puerto Rico Bottling Company, a
corporation organized under the laws of the State of Delaware (the "Company").
We have participated in the preparation of the Company's registration statement
on Form S-8 (the "Registration Statement") relating to the registration of
2,516,667 shares of Class B Common Stock, par value $0.01 per share (the
"Shares") of the Company which may be issued upon the exercise of options
granted by the Company to certain directors and employees under the Pepsi-Cola
Puerto Rico Bottling Company Qualified Stock Option Plan, Non-Qualified Stock
Option Plan and Stock Option Agreement dated October 15, 1996 (collectively,
the "Plans").
We have examined such corporate records and documents relating to the
Company and such questions of law as we have considered relevant and necessary
for purposes of this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to authentic originals of all documents
submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the terms of the options and the Plans, will be duly
authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/S/ ROGERS & WELLS
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Exhibit 23.1
Independent Auditors' Consent
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The Board of Directors
Pepsi Cola Puerto Rico Bottling Company:
We consent to incorporation by reference in the registration statement on Form
S-8 of Pepsi Cola Puerto Rico Bottling Company covering the registration of
2,516,667 shares of Class B Common Stock, par value of $0.01 per share, to be
filed on November 12, 1997 of our report dated December 9, 1996, relating to
the consolidated balance sheets of Pepsi Cola Puerto Rico Bottling Company and
subsidiaries as of September 30, 1996 and 1995 and the related consolidated
statements of income/(loss), shareholders' equity and cash flows for each of
the years in the three-year period ended September 30, 1996, which report
appears in the September 30, 1996 annual report on Form 10-K of Pepsi Cola
Puerto Rico Bottling Company.
We also consent to the reference to our firm under the caption "Experts" in
this Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
San Juan, Puerto Rico
November 12, 1997
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