As filed with the Securities and Exchange Commission on November 12, 1997.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------------
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE ###-##-####
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
RAFAEL NIN
CARRETERA #865, KM 0.4 CARRETERA #865, KM 0.4
BARRIO CANDELARIA ARENAS BARRIO CANDELARIA ARENAS
TOA BAJA, PUERTO RICO 00949 TOA BAJA, PUERTO RICO 00949
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of telephone number, including area code, of
registrant's principal executive offices) agent for service)
</TABLE>
With copies to:
LAURENCE E. CRANCH, ESQ.
ALEJANDRO E. CAMACHO, ESQ.
Rogers & Wells
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000
-----------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. <square>
If the only securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. <square>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. <square>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. <square>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Proposed maximum Proposed maximum
Amount of registration
securities to be registered Amount to be registered offering price per aggregate offering
fee
unit{(1)} price{(1)}
<S> <C> <C> <C> <C>
Class B Common Stock, 7,000,000 shares $7.0625 $49,437,500
$14,981.06
$.01 par value per share
</TABLE>
[FN]
{(1)} Estimated solely for the purpose of computing the registration fee and
based on the average of the high and low prices of the Class B Common Stock of
the Company as reported on the New York Stock Exchange on November 6, 1997.
</FN>
----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 11, 1997
PROSPECTUS
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
7,000,000 SHARES OF CLASS B COMMON STOCK
This Prospectus relates to the offer and sale from time to time of up to
an aggregate of 7,000,000 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 are beneficially owned by the founding
shareholders of the Company described herein under the caption "Selling
Security Holders" (the "Selling Security Holders"). See "Selling Security
Holders." The Company will not receive any of the proceeds from the sale by
the Selling Security Holders of the Shares made hereunder.
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 5 TO 6.
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 ___, 1997.
2
<PAGE>
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.
3
<PAGE>
This Prospectus constitutes a part of a Registration Statement on Form S-3
(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 Section
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.
4
<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 lawsuits against the Company and (iii) legal
fees incurred in connection with the shareholder lawsuits 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 lawsuits 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
5
<PAGE>
is no assurance that continued aggressive competition will not lead to even
lower prices for the Company's products and, as a result, increased losses.
USE OF PROCEEDS
The Shares covered by this Prospectus are offered for the account of the
Selling Security Holders. The Company will not receive any of the proceeds
from the sale of the Shares offered hereby. See "Plan of Resale."
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales of the Shares beneficially owned
by the founding shareholders of the Company, and certain of their affiliates
and family members (collectively, "Selling Security Holders"). As of the date
hereof, 7,000,000 Shares may be offered by the Selling Security Holders
pursuant to this Prospectus. The Selling Security Holders are each a party to
the Shareholders Agreement dated April 27, 1987 (as amended from time to time,
the "Shareholders Agreement"). Previously, the Shareholders Agreement
restricted the ability of the Selling Security Holders to transfer their
Shares. Pursuant to an amendment to the Shareholders Agreement dated May 14,
1997, the Selling Security Holders and the Company agreed to permit the
transfer and sale of the Shares and to register the Shares through appropriate
filings and action under federal and state securities laws to make them fully
tradeable in the public market.
The following table sets forth (i) the name of each Selling Security
Holder, (ii) the number and percentage holdings of Class B Common Stock that
such Selling Security Holder beneficially owned as of September 30, 1997, (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.
6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF CLASS B MAXIMUM SHARES OF CLASS B
COMMON STOCK OWNED NUMBER OF COMMON STOCK OWNED
PRIOR TO THE OFFERING SHARES AFTER THE OFFERING{(2)}
PERCENT REGISTERED PERCENT
NAME AMOUNT OF CLASS{(1)}{(3)} HEREBY AMOUNT OF
CLASS{(1)}
<S> <C> <C> <C> <C> <C>
Charles H. and Patricia Beach 2,721,197 16.5 2,721,197 0 0
Linda McCune 15,474 0.1 15,474 0 0
Sandra Wauch 15,474 0.1 15,474 0 0
Charles H. Beach, Jr. 15,474 0.1 15,474 0 0
Michael J. Gerrits Investment Ltd. 514,418 3.1 514,418 0 0
Patrick T. Gerrits Investment Ltd. 420,353 2.5 420,353 0 0
Patrick T. Gerrits Irrevocable Trust 48,459 0.3 48,459 0 0
Christine Marie Gerrits Kline
Irrevocable Trust 48,459 0.3 48,459 0 0
Anne Gerrits 169,606 1.0 169,606 0 0
Anita F. Gerrits Trustee of Anita F.
Gerrits Trust #1 32,306 0.2 32,306 0 0
James C. & Laure L. Keavney 88,841 0.5 88,841 0 0
James C. Keavney, Trustee for Laure
L. Keavney Irrevocable Generation
Skipping Trust 16,153 0.1 16,153 0 0
Laure L. Keavney, Trustee for James
C. Keavney Irrevocable Generation
Skipping Trust 16,153 0.1 16,153 0 0
Thomas J. Lawless 7,572 0.0 7,572 0 0
Ronald Robison 7,572 0.0 7,572 0 0
William A. Proulx 7,572 0.0 7,572 0 0
James J. O'Brien Estate 7,572 0.0 7,572 0 0
Lumiye International S.A. 353,345 2.1 353,345 0 0
Girasol Enterprises 151,434 0.9 151,434 0 0
Krauser Family Investment Ltd. 217,520 1.3 217,520 0 0
Krauser Irrevocable Education Trust 17,000 0.1 17,000 0 0
Rose Krauser Irrevocable
Generation Skipping Trust 51,000 0.3 51,000 0 0
Charles R. Krauser Irrevocable
Generation Skipping Trust 51,000 0.3 51,000 0 0
Goltra Family Investment Ltd. 271,908 1.6 271,908 0 0
John R. Goltra Irrevocable
Generation Skipping Trust 32,306 0.2 32,306 0 0
Janet L. Goltra Irrevocable
Generation Skipping Trust 32,306 0.2 32,306 0 0
Dorothy D'Angelo 336,519 2.0 336,519 0 0
John W. Beck 454,301 2.8 454,301 0 0
Haas Financial Corp 252,390 1.5 252,390 0 0
Rafael Nin 156,579 0.9 156,579 0 0
Summer & Micheline Kramer 156,579 0.9 156,579 0 0
Angel Collado-Schwarz 313,158 1.9 313,158 0 0
<FN>
{(1)} Based on 16,500,000 total outstanding Class B Shares on September 30, 1997.
{(2)} Assumes that all Shares offered hereby are sold.
{(3)} Rounded to the nearest one tenth of one percent.
</FN>
</TABLE>
7
<PAGE>
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.
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.
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY PEPSI-COLA PUERTO RICO
REPRESENTATIONS, OTHER THAN THOSE BOTTLING COMPANY
CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFERING MADE
HEREBY AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS 7,000,000 SHARES
DOES NOT CONSTITUTE AN OFFER TO SERIES B COMMON STOCK
SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES, OTHER ----------------
THAN THE SECURITIES DESCRIBED
HEREIN, OR AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY PROSPECTUS
CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS ----------------
PROSPECTUS NOR ANY OFFER,
SOLICITATION OR SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLI-
CATION THAT THE INFORMATION
CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO
THE DATE OF SUCH INFORMATION.
----------------
TABLE OF CONTENTS
PAGE
Available Information ...... 3
Incorporation of Certain
Documents by Reference.... 4
The Company................. 5
Risk Factors................ 5
Use of Proceeds............. 6
Selling Security Holders.... 6
Plan of Resale.............. 8
Legal Matters............... 8
Experts..................... 8
November __, 1997
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of all
estimated expenses in connection with the issuance and distribution of the
securities being registered, all of which will be paid by the Company. All
amounts are estimates except the registration fee.
Registration Fee . . . . . . . . . . . . . . . . .$14,981.06
Legal Fees and Expenses. . . . . . . . . . . . . .
Printing Fees. . . . . . . . . . . . . . . . . . .
--------
Total . . . . . . . . . . . . . . . . . . . . $
==========
ITEM 15. 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 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
The following documents are filed with or incorporated by reference
in this Registration Statement.
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995).
3.2 Certificate of Amendment of the Company's Amended and Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.2 to the Company's quarterly report on Form 10-Q for the quarterly
period ended December 31, 1996).
3.3 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995).
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) (the
"S-1 Registration Statement").
5.1 Opinion of Rogers & Wells.
10.1 Shareholders Agreement (incorporated by reference to Exhibit 10.7 to
Amendment No. 1 to the S-1 Registration Statement).
10.2 Amendment No. 1 to Shareholders Agreement (incorporated by reference
to Exhibit 10.8 to Amendment No. 1 to the S-1 Registration
Statement).
10.3 Amendment No. 2 to Shareholders Agreement (incorporated by reference
to Exhibit 10.9 to Amendment No. 1 to the S-1 Registration
Statement).
10.4 Amendment No. 3 to Shareholders Agreement (incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995).
10.5 Amendment No. 4 to Shareholders Agreement (incorporated by reference
to Exhibit 10.13 to the Company's Annual Report on Form 10-K/A-1 for
the fiscal year ended September 30, 1986).
10.6 Amendment No. 5 to Shareholders Agreement (incorporated by reference
to Exhibit 10.20 to the Company's quarterly report on Form 10-Q for
the quarterly period ended June 30, 1987).
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 17. 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
II-2
<PAGE>
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.
(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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497 (h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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
By /S/RAFAEL NIN
-------------------------------------
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
- --------------------------------------- Executive Officer
Rafael Nin
/S/JOHN W. BECK Director and Chairman November 11, 1997
- --------------------------------------- of the Board of Directors
John W. Beck
/S/CHARLES R. KRAUSER Director November 11, 1997
- ---------------------------------------
Charles R. Krauser
/S/SUTTON KEANY Director November 11, 1997
- ---------------------------------------
Sutton Keany
</TABLE>
II-4
<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
- --------------------------------------- Senior Vice President
C. Leon Timothy
/S/RICHARD REISS Director November 11, 1997
- ---------------------------------------
Richard Reiss
/S/DAVID L. VIRGINIA Vice President and November 11, 1997
- --------------------------------------- Chief Financial Officer
David L. Virginia
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT Page in Sequential
NUMBER SYSTEM
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995).
3.2 Certificate of Amendment of the Company's Amended and
Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.2 to the Company's quarterly report
on Form 10-Q for the quarterly period ended December 31,
1996).
3.3 Amended and Restated By-Laws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1995).
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-1
10.1 Shareholders Agreement (incorporated by reference to Exhibit
10.7 to Amendment No. 1 to the S-1 Registration Statement).
10.2 Amendment No. 1 to Shareholders Agreement (incorporated by
reference to Exhibit 10.8 to Amendment No. 1 to the
S-1 Registration Statement).
10.3 Amendment No. 2 to Shareholders Agreement (incorporated by
reference to Exhibit 10.9 to Amendment No. 1 to the
S-1 Registration Statement).
10.4 Amendment No. 3 to Shareholders Agreement (incorporated
by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1995).
10.5 Amendment No. 4 to Shareholders Agreement (incorporated
by reference to Exhibit 10.13 to the Company's Annual
Report on Form 10-K/A-1 for the fiscal year ended
September 30, 1986).
10.6 Amendment No. 5 to Shareholders Agreement (incorporated
by reference to Exhibit 10.20 to the Company's quarterly
report on Form 10-Q for the quarterly period ended June
30, 1987).
23.1 Consent of KPMG Peat Marwick LLP (accountants) E-2
23.2 Consent of Rogers & Wells included in Exhibit 5.1
24.1 Power of Attorney (included on signature pages to this
Registration Statement)
</TABLE>
<PAGE>
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
BY EDGAR
- --------
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-3 (the "Registration Statement") relating to the registration of
7,000,000 shares of Class B Common Stock, par value $0.01 per share (the
"Shares") of the Company beneficially owned by the Selling Security Holders.
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 being
registered pursuant to the Registration Statement and to be sold by the Selling
Security Holders are duly authorized shares of Class B Common Stock, and when
sold, will be 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
E-1
<PAGE>
Independent Auditors' Consent
-----------------------------
The Board of Directors
Pepsi Cola Puerto Rico Bottling Company:
We consent to incorporation by reference in the registration statement on Form
S-3 of Pepsi Cola Puerto Rico Bottling Company covering the registration of
7,000,000 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
San Juan, Puerto Rico
November 12, 1997
E-2
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