AMENDMENT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4){*}
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
_______________________________________________________________________________
(Name of Issuer)
CLASS B COMMON STOCK
_______________________________________________________________________________
(Title Class of Securities)
713434 10 8
_______________________________________________________________________________
(CUSIP Number)
RAFAEL NIN, C/O PEPSI-COLA PUERTO RICO BOTTLING COMPANY, CARRETERA #2, KM 19.4,
BARRIO CANDELARIA, TOA BAJA, PUERTO RICO 09949, (787) 251-2000
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
OCTOBER 9, 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 <square>.
Check the following box if a fee is being paid with the statement <square>.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
SEC 1746(12-91)
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 713434 10 8 PAGE 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAFAEL NIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*} (A) <square>
(B) <square>
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) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,156,579 SHARES OF COMMON STOCK
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,156,579 SHARES OF COMMON STOCK
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,156,579 SHARES OF COMMON STOCK
1,706,667 SHARES OF COMMON STOCK BENEFICIALLY OWNED PURSUANT TO
GRANTS OF OPTIONS
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES{*} <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.99%
14 TYPE OF REPORTING PERSON{*}
IN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
PAGE
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 to Schedule 13D is being filed to amend the
initial Schedule 13D filed by Rafael Nin on October 9, 1996 relating to his
ownership of shares of Class A Common Stock, par value $0.01 per share ("Class
A Shares") and shares of Class B Common Stock, par value $0.01 per share
("Class B Shares", together with the Class A Shares, the "Common Stock") of
Pepsi-Cola Puerto Rico Bottling Company, a Delaware corporation (the
"Company"). Except as specifically indicated in this Amendment No. 4, the
information contained in the original filing of the Schedule 13D, as amended by
Amendments No. 1, No. 2 and No. 3 thereto, remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND.
No Change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the settlement of certain class action
securities lawsuits (the "Litigation") in which the Company and some of its
directors were defendants, a number of the Company's shareholders, including
the original organizers of the Company, transferred, in a series of
transactions completed in July 1997, 2,500,000 Class B Shares to Mr. Rafael
Nin, acting as trustee pursuant to the terms of a Trust Agreement dated as of
May 14, 1997 (the "Trust Agreement"). In September 1997, an option granted by
those shareholders on behalf of the Company or its designee to purchase all of
the 2,500,000 Class B Shares was exercised at a price of $0 per share. As a
result, on September 15, 1997, the 2,500,000 Class B Shares were withdrawn from
the Trust Agreement and were used by the Company to pay a portion of the
Litigation settlement payment. Of the 2,500,000 Class B Shares, 55,921 had
been contributed under the Trust Agreement by Mr. Rafael Nin.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the withdrawal of the 2,500,000 Class B Shares
from under the Trust Agreement pursuant to the exercise of the option was to
provide to the Company a portion of the consideration required to consummate
the settlement of the Litigation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Nin beneficially owns the following amounts and
percentages of each class of securities identified pursuant to Item 1 (the
Class A Shares and Class B Shares are treated as one class for this purpose
because each Class A Share is exchangeable for a Class B Share):
<TABLE>
<CAPTION>
<S> <C> <C>
CLASS OF SHARES AGGREGATE NUMBER OF SHARES PERCENTAGE OF CLASS
Class A Shares (held as trustee) 5,000,000 23.26%
Class B Shares (held individually) 156,579 0.73%
Options to Acquire Class B Shares 1,706,667 N/A{*}
</TABLE>
_______________
{*} If all 1,706,667 Class B Shares were issued pursuant to the exercise of
these options they would represent 7.35% of the then outstanding shares of
Common Stock.
The 5,000,000 Class A Shares are held under a voting trust
agreement and are disposable upon the exercise of the outstanding stock options
granted under a stock option agreement (see the Schedule 13D as originally
filed). The options to acquire 1,706,667 Class B Shares were granted under a
Stock Option Agreement and the Company's qualified Stock Option Plan (see
Amendment No. 1 and Amendment No. 2 to the Schedule 13D previously filed).
(b) There have been no transactions involving any class of
shares during the past sixty days other than the transactions described in Item
3 above.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No Change.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
No Change.
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.
/S/ RAFAEL NIN
________________________
Rafael Nin
October 9, 1997
<PAGE>
