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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 1 )*
Pepsi-Cola Puerto Rico Bottling Company
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(Name of Issuer)
Class B Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
713434 10 8
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(CUSIP Number)
John F. Bierbaum
60 South Sixth Street
Suite 3800
Minneapolis, MN 55402
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ] .
*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).
(Continued on following pages)
(Page 1 of 4 Pages)
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Pohlad Companies, PepsiCo, Inc. and P-PR Transfer, LLP (the "Reporting
Persons") hereby amend their statement on Schedule 13D, originally filed on July
28, 1998 (the "Schedule 13D"), with respect to their beneficial ownership of
shares of Class B Common Stock, par value $0.01 per share, of Pepsi-Cola Puerto
Rico Bottling Company ("PPR"). The Reporting Persons previously disclosed their
controlling interest in PPR in the Schedule 13D jointly filed with V. Suarez &
Co., Inc.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
(a), (b) and (c) No change, except as set forth below.
The name, residence or business address, present principal occupation
or employment, and the name, principal business and address of the
corporation or other organization in which such employment is
conducted, of each executive officer and director of PepsiCo, Inc., are
set forth on Appendix I attached hereto and incorporated herein by
reference.
(d), (e) and (f) No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of Transaction.
Pohlad Companies and Beverages, Foods & Service Industries, Inc., a
wholly owned subsidiary of PepsiCo, Inc., are the general partners of P-PR
Transfer, LLP. Pohlad Companies and Pepsi-Cola Metropolitan Bottling Company,
Inc., a wholly owned subsidiary of PepsiCo, Inc., are majority shareholders of
Delta Beverage Group, Inc. ("Delta"). Pohlad Companies is the sole shareholder
of Dakota Beverage Company, Inc. ("Dakota").
The Reporting Persons hereby report that they have reached an agreement
in principle with PPR for the acquisition by PPR of the stock of Delta and
Dakota. As consideration for such acquisitions, PPR would issue approximately
65,000,000 shares of its Class B Common Stock to the shareholders of Delta and
Dakota, including the Reporting Persons.
The parties have not entered into any definitive agreement regarding
the proposed transactions. The transactions are subject to various conditions
beyond the control of the Reporting Persons. These conditions include but are
not limited to (1) entry into definitive agreements regarding the proposed
transactions, (2) approval of the transactions by the shareholders of PPR, Delta
and Dakota, and (3) the receipt of all necessary authorizations, consents,
waivers orders and approvals.
Delta is the fifth largest independent PepsiCo bottler in the U.S.
Delta's exclusive franchise territories cover portions of Arkansas, Louisiana,
Mississippi, Tennessee and Texas and include the cities of New Orleans, Memphis,
Little Rock, Shreveport, Baton Rouge and Tupelo. Dakota, a wholly owned
subsidiary of the Pohlad Companies, is a bottler and distributor of soft drinks
under exclusive franchise agreements with PepsiCo and Cadbury Schweppes.
Dakota's territories cover portions of North Dakota, South Dakota, Minnesota and
Iowa.
Page 2 of 4
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Item 5. Interest in Securities of the Issuer.
The Reporting Persons intend to further amend this Schedule 13D to
report any change in their beneficial ownership of PPR stock resulting from the
proposed transaction.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
No change.
Page 3 of 4
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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.
Dated: June 28, 1999
P-PR Transfer, LLP
By Its General Partners:
Pohlad Companies
By: /s/ John F. Bierbaum
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John F. Bierbaum, Vice President and
Chief Financial Officer
Beverages, Foods & Service Industries, Inc.
By: /s/ W. Timothy Heaviside
----------------------------------------
W. Timothy Heaviside, Vice President
Pohlad Companies
By: /s/ John F. Bierbaum
---------------------------------------------
John F. Bierbaum, Vice President and
Chief Financial Officer
PepsiCo, Inc.
By: /s/ W. Timothy Heaviside
---------------------------------------------
W. Timothy Heaviside, Vice President
Page 4 of 4
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APPENDIX I
PepsiCo, Inc.
Directors
Name Principal Occupation and Address
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John F. Akers Former Chairman and CEO
International Business Machines Corporation
290 Harbor Drive
Stamford, CT 06902-7441
Robert E. Allen Former Chairman and CEO AT&T Corp.
101 JFK Parkway, 1D403
Short Hills, NJ 07078
Roger A. Enrico Chairman & CEO PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Peter Foy Retired Chairman
Baring Brothers International Limited
5 Belvedere Dr.
Wimbledon SW19 7BX England
Ray L. Hunt Chairman and CEO
Hunt Oil Company
1445 Ross at Field
Dallas, TX 75202-2785
Arthur C. Martinez Chairman and CEO
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL 60179
John J. Murphy Managing Director
SMG Management, LLC
5956 Sherry Lane, Suite 710
Dallas, TX 75225
Franklin W. Raines Chairman and CEO
Fannie Mae
3900 Wisconsin Avenue, N.W.
Washington, DC 20016
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PepsiCo, Inc. Cont'd
Steven S Reinemund President, PepsiCo, Inc.
and Acting Chairman and CEO
Frito-Lay Company
7701 Legacy Drive
Plano, TX 75024-4099
Sharon Percy Rockefeller President and CEO
WETA
2775 South Quincy Street
Arlington, VA 22206
Franklin A. Thomas TFF Study Group
595 Madison Avenue, 33rd Floor
New York, NY 10022
Karl M. von der Heyden Vice Chairman
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
P. Roy Vagelos Former Chairman & CEO
Merck & Co., Inc.
1 Crossroads Drive
Building A - 3rd Floor
Bedminster, NJ 07921
Arnold R. Weber President
Civic Committee of The Commercial Club of Chicago
One First National Plaza
21 South Clark Street, Suite 3120
Chicago, IL 60603-2006
I-2
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PepsiCo, Inc.
Officers
The business address of each executive officer of PepsiCo is 700
Anderson Hill Road, Purchase, New York 10577.
Name Principal Occupation
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Roger A. Enrico Chairman of the Board and Chief Executive Officer
Karl M. von der Heyden Vice Chairman of the Board
Matthew M. McKenna Senior Vice President and Treasurer
Indra K. Nooyi Senior Vice President, Corporate Strategy and
Development
Steven S Reinemund President, PepsiCo, Inc.
and Acting Chairman and CEO
Frito-Lay Company
Robert F. Sharpe, Jr. Senior Vice President, General Counsel and Secretary
Michael D. White Senior Vice President, Chief Financial and Chief
Accounting Officer
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