SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 11, 1998
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Date of Report (Date of earliest event reported)
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 1-13914 ###-##-####
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(State of Organization) (Commission File Number) (IRS Employer Identification Number)
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CARRETERA #865, KM 0.4
BARRIO CANDELARIA ARENAS
TOA BAJA, PUERTO RICO 00949
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(Address of Registrant's Principal Executive Office) (Zip Code)
(787) 251-2000
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
(Page 1 of 8)
(Exhibit begins on page 6)
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Item 5. Other Events.
The purpose of this report is to file with the Securities and
Exchange Commission the Certificate of Amendment of By-laws of Pepsi-Cola
Puerto Rico Bottling Company (the "Company"), annexed as Exhibit 1 to this
report. The Certificate of Amendment of By-laws of the Company amends and
restates in its entirety Section 1, Section 2, Section 3 and Section 4 of
Article IV of Amended and Restated By-Laws of the Company. Pursuant to Article
VIII of the Amended and Restated By-laws of the Company, the Board of Directors
of the Company, at a meeting held on January 24, 1998, duly adopted the
amendments contained in the Certificate of Amendment of By-laws of the Company.
Item 7. Exhibits.
EXHIBIT NO. DESCRIPTION OF DOCUMENT PAGE NO.
1 Certificate of Amendment of By-Laws 6
of Pepsi-Cola Puerto Rico Bottling Company.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
By:/S/ RAFAEL NIN
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Rafael Nin
President and Chief Executive Officer
Date: June 11, 1998
3
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE NO.
1 Certificate of Amendment of By-Laws 6
of Pepsi-Cola Puerto Rico Bottling Company.
4
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EXHIBIT 1
5
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PEPSI-COLA PUERTO RICO BOTTLING COMPANY
CERTIFICATE OF AMENDMENT OF BY-LAWS
The undersigned, Secretary of Pepsi-Cola Puerto Rico Bottling Company
(the "Corporation"), hereby certifies that the following amendments to the
Amended and Restated By-laws of the Corporation (the "By-laws") were approved
in a meeting of the Board of Directors of the Corporation held on January 24,
1998:
"Sections 1, 2, 3 and 4 of Article IV of the By-laws are hereby amended
and modified in their entirety to read as follows:
ARTICLE IV INDEMNIFICATION
SECTION 1. INDEMNIFICATION. (a) The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable case to believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a party
or is treated to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, trustee, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation; except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the state of Delaware or the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of the state of Delaware or such other
court shall deem proper.
(c) To the extent that any person referred to in the preceding two
paragraphs has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in this Section, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 2. AUTHORIZATION. Any indemnification under paragraphs (a) and (b) of
Section 1 of this Article (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in paragraph (a) or (b) of Section 1 of this Article. Such determination shall
be made, at the option of the person seeking indemnification, by one of the
following: (a) by the board of directors by a majority vote of directors who
are not parties to such action, suit or proceedings, or (b) by independent
legal counsel selected by the person seeking indemnification from among the law
firms listed in Schedule __ or which are otherwise reasonably acceptable to the
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corporation, in a written opinion, or (c) if agreed upon by the corporation, by
the shareholders. In making such determination, the person seeking
indemnification under this Article shall be presumed to have met the applicable
standard of conduct set forth in Section 1 of this Article, which presumption
may be rebutted with evidence to the contrary. This determination shall be
made by the board of directors or independent legal counsel, as the case may
be, as promptly as possible after submission to such board of directors or
legal counsel, and, to the extent possible, within 30 days of such submission.
A determination made in accordance with this Section shall not be deemed to
affect any right to judicial review of such determination that a person seeking
indemnification under this Article may have under applicable law.
SECTION 3. EXPENSE ADVANCE. Expenses incurred by a present or former officer
or director in defending a civil or criminal action, suit, investigation or
administrative matter (hereinafter called "Indemnificable Events") in which
such person is named as a party, subject or witness, or brought against such
person, by reason of his serving or acting, or having served or acted as a
director or officer, or arising or allegedly arising, directly or indirectly,
out of any act, omission, occurrence or event involving such person, shall be
paid by the corporation in advance of the final disposition or completion of
such Indemnifiable Event upon the written request of such person and compliance
with the other requirements of this Section. A person requesting payments
under this Section shall be required to execute an undertaking to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized herein and furnish or file with
the corporation any other document required by law. Unless required by law,
such undertaking need not be secured. After receipt by the corporation of such
executed undertaking and any other documents required by law, payment shall be
made by the corporation promptly after receipt by it of a reasonably detailed
invoice for any such expenses, certified by the person seeking reimbursement or
the payment of the invoice, to the effect that such expense was actually
incurred by him in connection with his defense of a claim for which
indemnification could be sought under this Article. It is the intent of the
corporation that the provisions of this Article be mandatory in operation and
not subject to the discretion of the corporation. Further, fees and expenses
shall be recoverable from the corporation, by any person adjudged or determined
to be entitled to indemnity hereunder, if such fees and expenses are incurred
in order to enforce this Article with respect to advancement of expenses or
indemnification.
Expenses incurred by other employees, trustees and agents of the
corporation may be so paid upon such terms and conditions, if any, as the board
of directors deems appropriate.
SECTION 4. CONTRACTUAL RIGHTS: APPLICABILITY OF AMENDMENTS INTERPRETATION.
The rights under this Article to Indemnification and to the advancement or
reimbursement of expenses, (i) are and shall be contract rights based upon good
and valuable consideration, pursuant to which the persons in favor of whom such
rights are created may sue as if the provisions of this Article were set forth
in a separate written contract or contracts between such persons and the
corporation, and (ii) shall continue and remain available and enforceable,
after any revocation or restricted modification thereof, as to Indemnifiable
Events occurring or having occurred prior to such relocation or modification.
To the extent that any amendment to this Article (including the amendment
adopted on January 24, 1998) establishes specific procedures relating to
indemnification and advancement of expenses or grants additional rights to
persons covered hereunder, such procedures and additional rights shall only be
applicable with respect to Indemnifiable Events relating to events or actions
or omissions by such persons in their capacity as director, officer, employee
or agent of the corporation, in each case occurring after the date of such
amendment. This Article is intended to grant indemnification to persons
covered hereby only to the maximum extent permitted by applicable law.
2. The other sections of Article IV of the By-laws shall remain
unmodified, unaltered and unchanged and in full force and effect."
Except for the amendments set forth above, the By-laws have not been
otherwise amended, repealed or revoked.
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This Certificate of Amendment of the By-laws of Pepsi-Cola Puerto Rico
Bottling Company is issued on this 11th day of June, 1998.
PEPSI-COLA PUERTO RICO
BOTTLING COMPANY
[Seal]
By: /s/ Lawrence Odell
_________________________
Secretary
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