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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 1998
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-13914 ###-##-####
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Carretera #865, Km 0.4
Barrio Candelaria Arenas
Toa Baja, Puerto Rico 00949
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (787) 251-2000
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events.
On June 16, 1998, Pepsi-Cola Puerto Rico Bottling Company (the "Company")
issued a press release announcing the execution of that certain Transfer
Agreement by and among the Company, Rafael Nin, the Company's Chief Executive
Officer, and P-PR Transfer, LLP, a joint venture of Pohlad Companies and
PepsiCo, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of the Company dated June 16, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
Dated: June 24, 1998 /s/ Rafael Nin
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Name: Rafael Nin
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Company dated June 16, 1998.
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EXHIBIT 99.1
PEPSI-COLA PUERTO RICO BOTTLING COMPANY ANNOUNCES
THE EXECUTION OF A SALE OF CONTROL AGREEMENT WITH A
JOINT VENTURE OF POHLAD COMPANIES AND PEPSICO, INC.
Toa Baja, Puerto Rico, June 16, 1998 -- Pepsi-Cola Puerto Rico Bottling
Company (NYSE:PPO) today announced the execution of a Transfer Agreement by and
among the Company, Rafael Nin, the Company's Chief Executive Officer, and P-PR
Transfer, LLP, a joint venture of Pohlad Companies and PepsiCo, Inc. ("P-PR").
Pursuant to the terms of the Transfer Agreement, Mr. Nin will assign to P-PR a
purchase option for all 5,000,000 issued and outstanding shares of Class A
common stock in consideration for a payment of $23.75 million to the Company
(representing $4.75 per share), which option will be exercised at the closing
for $1.00 per share paid to the holders of the Class A common stock (for an
aggregate consideration of $5.75 per share). P-PR will contemporaneously acquire
6,210,429 shares of the Company's Class B Common Stock for $3.63 per share
pursuant to a stock purchase agreement entered into today between P-PR and
certain stockholders of the Company. After giving effect to these transactions,
P-PR will hold approximately 52% of the overall shares and 77.9% of the voting
control of the Company. Upon closing of the option transfer and the purchase of
the Class B shares, P-PR will also receive from the Company a warrant to
purchase an additional 1.7 million Class B shares, exercisable at any time
during a period of 7-1/2 years after the closing at $6.875 per share.
Mr. Nin stated, "This transaction marks the beginning of a new and exciting
chapter in the Company's development. The Pohlad group has a solid track record
in our industry and will bring to bear proven management skills that, coupled
with the support and commitment of Pepsi that comes with its equity investment
in the joint venture, we believe will improve shareholder value over the long
term. In addition, we would note that the cash infusion into the Company
(representing approximately $1.10 per share) will have immediate positive
effects on the Company's financial condition."
Robert C. Pohlad, President of Pohlad Companies, said "We look forward to
applying our experience to the Company's operations and believe the Company
offers a solid base for building a strong soft drink business in Puerto Rico."
The consummation of the Transfer Agreement and the transactions
contemplated thereby is subject to customary closing conditions, including the
expiration of the Hart-Scott-Rodino waiting period, and the receipt of certain
third-party consents. The parties expect the closing to take place on or about
July 15, 1998.
Pohlad Companies, through its subsidiaries, is the third largest
independent Pepsi-Cola bottler. In addition to its interest in P-PR, Pohlad
Companies owns Dakota Beverage Company, Inc. and a significant interest in Delta
Beverage Group, Inc., manufacturers and distributors of soft drink beverages
with exclusive franchise territories in Arkansas, Iowa,
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Louisiana, Minnesota, Mississippi, North Dakota, South Dakota, Tennessee and
Texas. Of eight finalists for Pepsi-Cola 1997 "Bottler of the Year," two were
operated by Delta Beverage Group, Inc. and one by Dakota Beverage Company, Inc.
Pepsi-Cola Puerto Rico Bottling Company distributes and markets PepsiCo and
other soft drink products, and sells and distributes fruit juice products under
the Welch trademark, All Sport isotonic drinks and Cristalia water within Puerto
Rico. The Company also sells tonic water, club soda and ginger ales under the
Seagram trademark. Founded in 1987, Pepsi-Cola Puerto Rico Bottling Company is
the first Caribbean soft drink bottler to list its shares on the New York Stock
Exchange.
This release contains forward-looking statements of expected future
developments. The Company wishes to insure that such statements are accompanied
by meaningful cautionary statements pursuant to the safe harbor established in
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements reflect management's expectation and are based upon currently
available data; however, actual results are subject to future events and
uncertainties, which could materially impact actual performance. The Company's
future performance also involves a number of risks and uncertainties. Among the
factors that can cause actual performance to differ materially are: inability to
achieve additional cost savings, continued competitive pressures with respect to
pricing and volume in the Puerto Rico market, which result in continued erosion
of market share; unexpected developments which prevent improved results from the
Company's marketing activities; and other factors, including economic, climatic
and political conditions in Puerto Rico, and the impact of such conditions on
consumer spending.
For Additional Information:
David L. Virginia
Vice President, Chief Financial Officer
Pepsi-Cola Puerto Rico Bottling Company
(787) 251-2000
Robin Weinberg
Pepsi Cola Puerto Rico Bottling Company's
Investor Relations Desk
(212) 688-7931
