As filed with the Securities and Exchange Commission on April 13, 1998.
Registration No. 333-40093
<R/>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<R/>
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(Exact name of registrant as specified in its charter)
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 (Name, address, including zip code, and
telephone number, including telephone number, including
area code, of registrant's area code, of agent for service)
principal executive offices)
With copies to:
LAURENCE E. CRANCH, ESQ.
ALEJANDRO E. CAMACHO, ESQ.
Rogers & Wells LLP
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(2)
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>
(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.
(2) The registration fee of $14,981.06 was paid when the Registration
Statement was first filed on November 12, 1997.
----------------
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 APRIL 13, 1998
<R/>
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's capital stock consists of two classes of common stock: Class
A Common Stock, par value $0.01 per share (the "Class A Shares" or the "Class A
Common Stock") and Class B Common Stock, par value $0.01 per share. The holders
of the Class A Common Stock are entitled to six votes per share and holders of
Class B Common Stock are entitled to one vote per share. Based on the number of
Class A Common Stock and Class B Common Stock outstanding as of December 19,
1997, the Class A Common Stock represents approximately 64% of the voting
rights of all outstanding Common Stock of the Company.
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 April 1, 1998 was $7.50 per share.
<R/>
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 April , 1998.
<R/>
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.
This Prospectus constitutes a part of a Registration Statement on Form
S-3, as amended (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.
3
<PAGE>
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 fiscal year ended
September 30, 1997; and
(b) The Company's quarterly report on Form 10-Q for the quarter ended
December 31, 1997; 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: David L. Virginia.
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 first quarter of fiscal 1998 ended December 31, 1997 (the "1998
interim period"), the Company had a loss from operations of $(.5) million
compared to a loss from operations of $(3.1) in the first quarter of fiscal
1997 ended December 31, 1996 (the "1997 interim period"). This loss from
operations in the 1998 interim period resulted primarily from intense
competitive pressures in Puerto Rico which produced net prices 8.9% lower than
for the 1997 interim period.
Although the Company had a positive cash flow from operations during the
1998 interim period, it was not sufficient to fund both capital expenditures
and mandatory debt repayments for this period.
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 private label
soft drinks the Company believes historically represented approximately 5% 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 lower prices for the Company's products and, as a result,
increased losses.
5
<PAGE>
CONTROLLING INTEREST
In connection with his continued service as President and Chief Executive
Officer, Mr. Rafael Nin requested and was granted by the members of the Charles
H. Beach Voting Trust and the Michael J. Gerrits Voting Trust (together, the
"Essential Shareholders") and certain other shareholders, a ten-year voting
trust (the "Nin Voting Trust") which entitles him to vote, but not own,
5,000,000 Class A Shares representing a controlling interest in the Company.
Under the Company's franchise agreements (the "Franchise Agreements") relating
to its Pepsi-Cola and other Pepsi-Cola International products, the Franchise
Agreements may be terminated by PepsiCo, Inc. ("PepsiCo"), if without PepsiCo's
consent the Essential Shareholders do not maintain effective control of the
Company. In connection with the execution of the Nin Voting Trust, PepsiCo
consented to the change of effective control of the Company from the Essential
Shareholders to Mr. Nin, acting as voting trustee (the "Trustee"). The initial
term of the Nin Voting Trust is five years and is automatically renewed for an
additional five-year period unless either PepsiCo or the Trustee notifies the
other party of non-renewal at least six months prior to the end of the initial
five-year term, provided that PepsiCo may not unreasonably withhold its consent
to the additional five-year term. Under the terms of the Nin Voting Trust, Mr.
Nin is entitled to resign as Trustee at any time, which will result in the
termination of the Nin Voting Trust. If the Nin Voting Trust is terminated
because of the resignation or death of the Trustee, PepsiCo has the right for a
period of ninety days after such resignation or death to appoint a new Trustee
to replace Mr. Nin for the remaining term of the Nin Voting Trust, subject to
the approval of the beneficial owners of a majority of the Class A Shares.
During the time between death or resignation of Mr. Nin and the appointment of
the substitute Trustee, the Board of Directors of the Company will constitute a
committee of three Board members to act as interim trustee of the Nin Voting
Trust for a maximum period of ninety days from the date of resignation or death
of Mr. Nin. Upon the termination of the Nin Voting Trust, the Class A Shares
held in the Nin Voting Trust will be returned to the Essential Shareholders and
the other beneficial owners of the Class A Shares and the terms of the
Franchise Agreements applicable to the Essential Shareholders will again become
effective. Additionally, in connection with the Nin Voting Trust, Mr. Nin, the
Company and the shareholders of the Company's Class A Shares entered into a
stock option agreement (the "Stock Option Agreement"), pursuant to which those
shareholders granted Mr. Nin a two year option to purchase all or a portion of
the Company's 5,000,000 Class A Shares, par value $0.01 per share of the
Company, at a price of $1.00 per share, subject to adjustment from time to
time. Mr. Nin may not exercise the option, but is only permitted to transfer
the option in whole or with respect to some shares to third parties (including
the Company) for the benefit of the Company. Under terms of the Nin Voting
Trust and the Second Restated Credit Agreement between the Company and Banco
Popular, Mr. Nin cannot transfer his option under the Stock Option Agreement,
in whole or in part, where such transfer results in Mr. Nin not controlling at
least a majority of the total outstanding votes of the shareholders of the
Company, without the prior approval of the PepsiCo and Banco Popular. There can
be no assurance that PepsiCo or Banco Popular would consent to such a transfer.
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."
6
<PAGE>
SELLING SECURITY HOLDERS
This Prospectus relates to possible sales of the Shares beneficially owned
by the founding shareholders of the Company, or any affiliates or family
members thereof (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.
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF CLASS B MAXIMUM SHARES OF CLASS B
COMMON STOCK OWNED NUMBER COMMON STOCK OWNED
Prior to the Offering OF After the Offering(2)
--------------------------------- SHARES ------------------------------
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(4) 2,721,197 16.5 2,721,197 0 0
Linda McCune(4) 15,474 0.1 15,474 0 0
Sandra Wauch(4) 15,474 0.1 15,474 0 0
Charles H. Beach, Jr.(4) 15,474 0.1 15,474 0 0
Michael J. Gerrits Investment 484,418 2.4 484,418 0 0
Ltd.(5)
Michael J. Gerrits Generation 30,000 0.2 30,000 0 0
Skipping Trust(5)
Patrick T. Gerrits Investment Ltd.(5) 420,353 2.5 420,353 0 0
Patrick T. Gerrits 48,459 0.3 48,459 0 0
Irrevocable Trust(5)
Christine Marie Gerrits Kline
Irrevocable Trust(5) 48,459 0.3 48,459 0 0
Anne Gerrits(5) 169,606 1.0 169,606 0 0
Anita F. Gerrits Trustee of
Anita F. Gerrits Trust #1(5) 32,306 0.2 32,306 0 0
James C. & Laure L. Keavney(5) 88,841 0.5 88,841 0 0
James C. Keavney, Trustee for
Laure L. Keavney Irrevocable
Generation Skipping Trust(5) 16,153 0.1 16,153 0 0
Laure L. Keavney, Trustee for
James C. Keavney Irrevocable
Generation Skipping Trust(5) 16,153 0.1 16,153 0 0
Thomas J. Lawless(5) 7,572 0.0 7,572 0 0
Ronald Robson(5) 7,572 0.0 7,572 0 0
William A. Proulx(5) 7,572 0.0 7,572 0 0
James J. O'Brien(5) 3,786 0.0 3,786 0 0
Kerry V. O'Brien(5) 3,786 0.0 3,786 0 0
Lumiye International S.A.(6) 353,345 2.1 353,345 0 0
Girasol Enterprises(6) 151,434 0.9 151,434 0 0
Krauser Family Investment
Limited(7) 217,520 1.3 217,520 0 0
Krauser Irrevocable Education
Trust(7) 17,000 0.1 17,000 0 0
Rose Krauser Irrevocable
Generation Skipping Trust(7) 51,000 0.3 51,000 0 0
Charles R. Krauser
Irrevocable Generation Skipping
Trust(7) 51,000 0.3 51,000 0 0
Goltra Family Investment
Limited(7) 248,832 1.5 248,832 0 0
John R. Goltra Irrevocable
Generation Skipping Trust(7) 43,844 0.3 43,844 0 0
Janet L. Goltra Irrevocable
Generation Skipping Trust(7) 43,844 0.3 43,844 0 0
Dorothy D'Angelo(7) 336,519 2.0 336,519 0 0
John W. Beck(8) 454,301 2.8 454,301 0 0
Haas Financial Corp 252,390 1.5 252,390 0 0
Rafael Nin(9) 156,579 0.9 156,579 0 0
Summer & Micheline Kramer 156,579 0.9 156,579 0 0
Angel Collado-Schwarz(10) 313,158 1.9 313,158 0 0
</TABLE>
(1) Based on 16,500,000 total outstanding Class B Shares on December 19, 1997.
(2) Assumes that all Shares offered hereby are sold.
(3) Rounded to the nearest one tenth of one percent.
(4) Charles H. Beach, the trustee of the Charles H. Beach Voting Trust, was
the President, Chief Executive Officer from April 1987 to June 1996 and a
director of the Company from April 1987 to August 1996. Mr. Beach was
also Chief Executive Officer of Buenos Aires Embotelladora S.A. ("BAESA")
from November 1989 to July 1996 and has been a director of BAESA since
November 1989. The beneficiaries of the Charles H. Beach Voting Trust
include Sandra Waugh, Linda McClune and Charles
8
<PAGE>
Beach, Jr. Charles H. Beach has sole voting power with respect to
the shares of the Company, including the Class B Common Stock, owned by
the beneficiaries, which were transferred and assigned to the trust.
(5) Michael J. Gerrits, the trustee of Michael J. Gerrits Voting Trust, was a
director of the Company from April 1987 to August 1996. The beneficiaries
of the Michael J. Gerrits Voting Trust include Michael J. Gerrits
Investment Ltd., Patrick T. Gerrits Irrevocable Trust, Christine M.
Gerrits Irrevocable Trust, Anne Gerrits Trust #1, James C. Keavney, Laure
L. Keavney, James C. Keavney as the trustee of the Laure L. Keavney
Irrevocable Generation Skipping Trust, Laure L. Keavney as the trustee of
the James C. Keavney Irrevocable Generation Skipping Trust, Thomas L.
Lawless, Ronald Robson, William A. Proulx, James J. O'Brien and Kerry V.
O'Brien. Pursuant to the Michael J. Gerrits Voting Trust Agreement,
Michael J. Gerrits has sole voting powers with respect to the shares of
the Company, including the Class B Common Stock owned by the beneficiaries
of the trust which the beneficiaries have transferred and assigned to the
trust.
(6) Lumiye International S.A. is a company controlled by Anton Scheldbauer,
who was a director of the Company from August 1991 to February 1998.
Girasol Enterprises is a company controlled by Anton Scheldbauer's wife.
(7) Charles R. Krauser, the trustee of Charles R. Krauser Voting Trust, has
been a director of the Company since 1987 and was a director of BAESA from
1993 until December 1995. The beneficiaries of the Charles R. Krauser
Voting Trust include Krauser Family Investment Ltd., Charles R. Krauser as
the trustee of the Krauser Irrevocable Education Trust, the Goltra Family
Investment Limited, Rose Krauser Irrevocable Generation Skipping Trust,
John R. Goltra as the trustee of the Janet L. Goltra Irrevocable
Generation Skipping Trust, John R. Goltra Irrevocable Generation Skipping
Trust and Dorothy D'Angelo. Pursuant to Charles R. Krauser Voting Trust
Agreement, Charles R. Krauser has sole voting powers with respect to the
shares of the Company, including the Class B Common Stock owned by the
beneficiaries which the beneficiaries have transferred and assigned to the
trust.
(8) John Beck has been a director of the Company since 1987.
(9) Rafael Nin has been a director of the Company since May 1987 and has been
the President and Chief Executive Officer of the Company since June 1996.
(10) Angel Collado-Schwarz was a director of the Company from April 1987 to
February 1996.
9
<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 LLP, 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.
10
<PAGE>
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 MAY
HEREBY, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN 7,000,000 SHARES
AUTHORIZED. THIS PROSPECTUS DOES SERIES B COMMON STOCK
NOT CONSTITUTE AN OFFER TO 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
IMPLICATION 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 April __, 1998
Documents by Reference 4
The Company 5
Risk Factors 5
Use of Proceeds 6
Selling Security Holders 7
Plan of Resale 10
Legal Matters 10
Experts 10
- ------------------------------ ------------------------------
<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.
<TABLE>
<S> <C>
Registration Fee..................................... $ 14,981.06
Legal Fees and Expenses..............................
Printing Fees........................................
------------
Total.......................................... $
============
</TABLE>
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 LLP.
9.6 Charles H. Beach Voting Trust Agreement.*
9.7 Amendment No. 1 to Michael Gerrits Voting Trust Agreement.*
9.8 Amendment No. 1 to Charles Krauser Voting Trust Agreement.*
<R/>
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, 1996).
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, 1997).
II-2
<PAGE>
10.23 Supply Agreement between Crown Cork & Seal Company, Inc. and
International Beverage Management, Inc. (an affiliate of the
Company).*
10.24 Transition Agreement between BAESA, PepsiCo, Inc. and the Company
evidencing the loss of the Company's voting control of BAESA.*
23.1 Consent of KPMG Peat Marwick LLP (accountants).*
23.2 Consent of Rogers & Wells LLP is included in Exhibit 5.1.
23.3 Consent of Asesores, Inc.
23.4 Consent of A.C. Nielsen
24.1 Power of Attorney (included on signature pages to
Amendment
No. 1 to the Registration Statement).*
- --------------------------
* Previously Filed with the Registration Statement.
<R/>
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 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
II-3
<PAGE>
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 of 1933, 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 of 1933 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 of 1933, 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-4
<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 Amendment No.
2 to the 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 13th day of April, 1998.
<R/>
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
By /S/ RAFAEL NIN
---------------------------
Rafael Nin
Chief Executive Officer
_________________________
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the 13th day of April, 1998.
<R/>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/S/RAFAEL NIN Director and Chief
- --------------------------- Executive Officer
Rafael Nin
* Director and Chairman
- --------------------------- of the Board of Directors
John W. Beck
* Director
- ---------------------------
Charles R. Krauser
* Director
- ---------------------------
Sutton Keany
* Director
- ---------------------------
Basil K. Vasiliou
* Director
- ---------------------------
C. Leon Timothy
II-5
<PAGE>
* Director
- ---------------------------
Richard Reiss
* Vice President and
- --------------------------- Chief Financial Officer
David L. Virginia
*BY: /S/RAFAEL NIN
----------------------
Rafael Nin
Attorney-in-Fact
</TABLE>
<R/>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
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) (the "S-1 Registration
Statement").
5.1 Opinion of Rogers & Wells LLP. E-1
9.6 Charles H. Beach Voting Trust Agreement.*
9.7 Amendment No. 1 to Michael Gerrits Voting Trust
Agreement.*
9.8 Amendment No. 1 to Charles Krauser Voting Trust
Agreement.*
<R/>
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).
<PAGE>
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, 1996).
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, 1997).
10.23 Supply Agreement between Crown Cork & Seal Company, Inc.
and International Beverage Management, Inc. (an affiliate
of the Company).*
10.24 Transition Agreement between BAESA, PepsiCo, Inc. and the
Company evidencing the loss of the Company's voting
control of BAESA.*
23.1 Consent of KPMG Peat Marwick LLP (accountants).*
23.2 Consent of Rogers & Wells LLP included in Exhibit 5.1.
23.3 Consent of Asesores, Inc. E-2
23.4 Consent of A.C. Nielsen E-3
24.1 Power of Attorney (included on signature pages to
<R/>
Amendment No. 1 to the Registration Statement).*
</TABLE>
- -------------------------
* Previously filed with the Registration Statement.
<R/>
<PAGE>
EXHIBIT 5.1
ROGERS & WELLS LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
FAX (212) 878-8375
LONDON WASHINGTON, D.C. FRANKFURT
PARIS NEW YORK HONG KONG
April 13, 1998
<R/>
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, as amended (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 LLP
<PAGE>
EXHIBIT 23.3
April 3, 1998
<R/>
THE BOARD OF DIRECTORS
PEPSI-COLA P.R. BOTTLING COMPANY
<R/>
We consent to Pepsi-Cola Puerto Rico Bottling Company's (the "Company") use of
market share information, provided from time to time, to the Company by us, in
its Registration Statement on Form S-3 (File No. 333-40093), including all
amendments thereto, and in the reports (including amendments to such reports)
that the Company files with the Securities and Exchange Commission from
time to time, including its annual report on Form 10-K.
ASESORES INC.
Claudia M. Ber<o'>n
Adm. Assistant
<R/>
San Juan, Puerto Rico
EXHIBIT 23.4
AC NIELSEN
April 7, 1998
The Board of Directors
Pepsi Cola P.R. Bottling Company
We consent to Pepsi Cola Bottling Company's (the "Company") use of market share
information, provided from time to time, to the Company by us, in its
Registration Statement of Form S-3 (File No. 333-40093), including all
amendments thereto, and in the reports (including amendments to such report)
that the Company files with the Securities and Exchange Commission from time to
time, including its annual report on Form 10-K.
Cordially,
Roberto Trigos
General Manager
ACNielsen Puerto Rico, Inc.
San Juan, Puerto Rico
Mercantil Plaza Bldg. Suite 707, Hato Rey, Puerto Rico 0918 <circle>
Phone: 787-756-0555 <circle> Fax. 787-756-0524
<PAGE>
