<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1999
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PepsiAmericas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware ###-##-####
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3800 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 661-3830
(Address and telephone number, including area code, of registrant's principal
executive offices)
John F. Bierbaum
Chief Financial Officer
PepsiAmericas, Inc.
3800 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 661-3830
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Brian D. Wenger, Esq.
Christopher C. Cleveland, Esq.
Brett D. Anderson, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 334-8400
_______________
Approximate Date of Commencement of Proposed Sale to the Public:
After the effective date of this Registration Statement as determined by market
conditions.
_______________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the 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: [X]
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: [_]
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: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of Shares Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share(1) Aggregate Offering Price(1) Registration Fee
===========================================================================================================================
<S> <C> <C> <C> <C>
Class B Common Stock
($0.01 par value) 14,202,161 $5.28125 $75,005,163 $20,852
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low
prices for such stock on October 27, 1999, as reported by the New York Stock
Exchange.
___________________
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 this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
================================================================================
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the related registration statement filed with
the Securities and Exchange Commission or any applicable state securities
commission becomes effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
================================================================================
Subject to Completion, Dated October 29, 1999
Prospectus
- --------------------------------------------------------------------------------
14,202,161 Shares
PepsiAmericas, Inc.
Class B Common Stock
- --------------------------------------------------------------------------------
The shareholders listed on page 6 below are offering and may sell up to
14,202,161 shares of our Class B common stock under this prospectus. We will not
receive any of the proceeds from this offering.
Our Class B common stock is quoted on the New York Stock Exchange and
trades under the ticker symbol "PAS." On October 27, 1999, the closing sale
price of one share of our Class B common stock on the New York Stock Exchange
was $5.25.
_______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_______________
The shares involve certain risks. See "Risk Factors" beginning on page 3.
_______________
The date of this prospectus is ________________________, 1999
<PAGE>
Prospectus Summary
Because this is a summary, it does not contain all the information that may
be important to you. You should read the entire prospectus carefully, including
the other documents to which we refer you, before you decide to invest.
PepsiAmericas
We manufacture, distribute and market PepsiCo soft drinks and Cadbury
Schweppes products in exclusive franchise territories that include Puerto Rico
and portions of Arkansas, Iowa, Louisiana, Minnesota, Mississippi, North Dakota,
South Dakota, Tennessee and Texas. We also produce and sell other soft drink,
fruit juice and bottled water products in select markets.
In October 1999, we acquired Delta Beverage Group, Inc. and Dakota Beverage
Company, Inc. pursuant to exchange agreements. Former Delta shareholders
received 18,310,006 shares of Class B common stock in exchange for all the Delta
common stock. The former Dakota shareholder received 46,760,000 shares of Class
B common stock in exchange for all the Dakota stock.
In conjunction with the closing of the acquisitions, we obtained a $185
million credit facility from a syndicate of banks led by Bank of America, N.A.
We plan to use the credit facility to pay costs related to the acquisitions, to
refinance existing debt, for working capital and to finance future acquisitions.
This offering
We issued 12,960,076 of the shares covered by this prospectus to former
Delta shareholders in connection with the exchange agreement pursuant to which
we acquired Delta. We issued the remaining shares covered by this prospectus to
V. Suarez & Co., Inc. pursuant to a stock purchase agreement dated July 1998.
The selling shareholders may offer their shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market prices
or privately negotiated prices. No period of time has been fixed within which
the shares may be offered or sold.
General
PAS was incorporated under the Delaware General Corporation Law on March 4,
1988, as Pepsi-Cola Puerto Rico Bottling Company. All references to PAS herein
include our subsidiaries, unless otherwise noted. Our executive office is
located at 3800 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis,
Minnesota 55402. Our telephone number is (612) 661-3830.
2
<PAGE>
Risk Factors
Before you invest in our shares, you should be aware that there are various
risks, including those described below. You should consider carefully these risk
factors, the other information included in this prospectus and the other
information to which we refer you, before you decide to purchase our shares.
We may be unable to execute our expansion plans. We recently consolidated
with Delta and Dakota. We plan to continue our expansion into the Carribean
region. We cannot assure you that we will consummate future acquisitions or that
any acquisitions, if consummated, will be advantageous or profitable. The
availability of capital may impact our ability to consummate future
acquisitions. There can be no assurance that we will obtain financing when
required, or if available, that the amount or terms of such financing would be
acceptable or favorable to us. Additional financing could require the sale of
equity securities which could result in significant dilution to our
shareholders. Further, economic, climatic and political conditions in the
markets into which we may expand may negatively affect our business and
financial results.
Delta's senior debt could negatively affect our business and financial
results. Delta has outstanding $120 million of publicly traded senior notes due
2003, which Delta has no present ability to repay. Delta's senior debt could
negatively affect our business and financial results. A substantial portion of
Delta's cash flow from operations must be dedicated to debt service and will not
be available for other purposes. Delta's ability to obtain additional debt
financing in the future for acquisitions, working capital or capital
expenditures may be limited. Delta's level of indebtedness could limit its
flexibility in reacting to changes in the industry or economic conditions
generally. In order to repay the principal balance of the senior notes, Delta
must obtain alternative financing. There can be no assurance that Delta will be
able to refinance the notes at maturity. The inability to refinance the notes
would likely have a material adverse effect on Delta and on the market value and
marketability of the notes.
Because we depend upon PepsiCo to provide us with products and marketing
support, changes in our relationship with PepsiCo could reduce our operating
income. We are highly dependent on PepsiCo for soft drink concentrates and other
products and for marketing support. We have entered into several new bottling
agreements with PepsiCo for soft drink beverage products. These agreements
provide that we must purchase all of our concentrate for PepsiCo beverages at
prices and on other terms which are set by PepsiCo in its sole discretion.
PepsiCo may increase prices materially and we may be unable to pass on the
increased costs to our customers. Although PepsiCo has provided marketing
support to its bottling operations in the past, PepsiCo is not obligated under
the bottling agreements to do so. Any concentrate price increases or decreases
in marketing support could materially affect our business and financial results.
If the new bottling agreements are terminated for any reason, it would have a
material adverse effect on our business and financial results.
PepsiCo has significant influence over us, including the possibility of
favoring its objectives over our objectives. PepsiCo has significant influence
over us due to its rights as a shareholder and its position as a principal
supplier. PepsiCo holds a 23.8% economic interest in PAS and 22.0% voting power
over PAS. Through the membership of two of its wholly owned subsidiaries in
Dakota Holdings, LLC, PepsiCo beneficially owns approximately 70.3% of our Class
B common stock. In addition to its ability to significantly affect the outcome
of shareholder voting, PepsiCo has a representative on our board of directors.
Further, a majority of our sales are of PepsiCo products. We may have potential
conflicts of interest with PepsiCo which could result in PepsiCo's objectives
being favored over our objectives. These conflicts could arise over:
. potential acquisitions of bottling territories and/or assets from
PepsiCo or other independent PepsiCo bottlers;
. potential divestitures of parts of our bottling operations; or
3
<PAGE>
. our obligations to other brand owners which may compete with our
obligations to PepsiCo.
We may be unable to compete successfully in the highly competitive
carbonated soft drink market and non-carbonated beverage market. We operate in a
highly competitive industry and may not be able to maintain or increase our
current revenues. We compete with other carbonated soft drink and non-carbonated
beverage bottlers, including other bottlers of internationally recognized
brands, within our markets. Such markets are subject to competitive pricing
pressures.
PepsiCo could terminate its bottling agreements with us. Under the bottling
agreements, we are required to submit our annual sales, marketing, advertising,
management and financial plans to PepsiCo for its review and approval. If we
fail to submit these plans or fail to carry them out in all material respects,
PepsiCo may terminate the bottling agreements. If PepsiCo terminates the
bottling agreements for this or any other reason, it would have a material
adverse effect on our business and financial results.
We depend upon management services rendered by an entity which may favor
its own interests over ours. We obtain management services from an entity owned
by Robert C. Pohlad, our Chief Executive Officer and Chairman of the Board.
Compliance with government regulation could require significant
expenditures. As the owner and operator of various real properties and
facilities, we must comply with various federal, state and local environmental
laws and regulations. Additional environmental laws passed in the future or a
finding of a violation of existing laws could require us to make significant
expenditures.
We may incur material losses and costs as a result of product liability
claims that may be brought against us or any product recalls we have to make. We
may be liable if the consumption of any of our products causes injury, illness
or death. We also may be required to recall some of our products if they become
contaminated or are damaged or mislabeled. A significant product liability
judgment against us or a widespread product recall could have a material adverse
effect on our business and financial results.
Our systems must be Year 2000 compliant. We face internal and external
risks associated with Year 2000 compliance which could potentially affect our
production, distribution and administrative systems and our customers, suppliers
of raw materials, utilities and distribution services. Year 2000 related
problems could prevent our customers from accepting deliveries from us or
processing payments for amounts due to us. Suppliers may be prevented from
producing and supplying goods or services essential to our business.
Delta has provided select information services to us, including the use of
information systems and technology, under an accounting services agreement
executed in fiscal year 1998. Prior to the acquisition of Delta and Dakota, we
completed our transition to Delta's systems, hardware and software. Both Delta
and Dakota used the PepsiCo Year 2000 compliance plan as a framework for the
development and implementation of their own Year 2000 compliance plans. Below is
a discussion of our Year 2000 readiness and planning status.
Our production facilities use equipment that operates using computer
control systems based upon programmed logic controllers. We have completed a
Year 2000 compliance evaluation of these systems. We also use computer systems
to forecast demand, order raw materials, monitor inventory levels, ship product
and record shipments. The software that runs these processes is a combination of
commercially available software and internally developed applications. Our
initial assessment indicated that these applications were Year 2000 compliant,
and we, through Delta and Dakota, have completed the testing of these
applications. We rely on a supply chain to produce and distribute our products
from manufacturing facilities to distribution warehouses and finally to
customers. Our distribution center uses a common supply chain management
application that is Year 2000 compliant.
4
<PAGE>
In order to assess the external risks to us, Delta and Dakota distributed
Year 2000 readiness surveys to our suppliers and key customers. We are waiting
for the responses from suppliers and customers to complete the assessment.
We have not incurred material incremental costs associated with our Year
2000 plan. We believe that the remaining costs associated with addressing Year
2000 compliance issues will not be material.
Our most likely potential risk with regard to Year 2000 issues is the
temporary inability of suppliers to provide supplies of raw materials to us. The
inability of our suppliers to be Year 2000 ready could result in delays in
product manufacturing and delivery, thereby adversely affecting our business or
operations. We believe, however, that in a worst case scenario any disruption in
supply materials can be minimized by relying on inventories or shifting
production to unaffected plants with some increase in distribution costs.
We recognize the need for Year 2000 contingency plans in the event that
remediation is not fully successful or that the remediation efforts of our
vendors and suppliers are not timely completed. We plan to address contingency
planning during calendar 1999. Such plans will include building inventories of
raw materials and finished goods in advance of January 1, 2000, to protect
against supply and production disruptions. To the extent that our vendors and
suppliers are unable to provide sufficient evidence of Year 2000 readiness on a
timely basis, we will seek to arrange for their replacement. Additionally, we
are developing manual processes to replace electronic applications in the event
of their failure.
Special note regarding our forward-looking statements. This document and
the documents incorporated herein by reference contain various forward-looking
statements within the meaning of Section 21E of the Exchange Act. Although we
believe that, in making any such statements, our expectations are based on
reasonable assumptions, any such statement may be influenced by factors that
could cause actual outcomes and results to be materially different from those
projected. When used in this document and the documents incorporated herein by
reference, the words "anticipates," "believes," "expects," "intends," "plans,"
"estimates" and similar expressions, as they relate to us or our management, are
intended to identify such forward-looking statements. These forward-looking
statements are subject to numerous risks and uncertainties that could cause
actual results to differ materially from those anticipated. Factors that could
cause actual results to differ materially from those anticipated, certain of
which are beyond our control, are set forth herein under the caption "Risk
Factors."
Our actual results, performance or achievements could differ materially
from those expressed in, or implied by, forward-looking statements. Accordingly,
we cannot be certain that any of the events anticipated by forward-looking
statements will occur or, if any of them do occur, what impact they will have on
us. We caution you to keep in mind the cautions and risks described herein and
to refrain from placing undue reliance on any forward-looking statements, which
speak only as of the date of the document in which they appear.
5
<PAGE>
Selling Shareholders
The following table presents information regarding the selling
shareholders. The shares listed below represent the shares of Class B common
stock which the selling shareholders beneficially owned on October 18, 1999. In
the following table, percentage of beneficial ownership is based on 81,760,006
outstanding shares of Class B common stock.
<TABLE>
<CAPTION>
Percentage of Shares
Outstanding Beneficially
Shares Shares Owned if
Beneficially Beneficially All
Owned Owned Shares are
Before Before Shares Sold in the
Selling Shareholder Offering Offering Offered Offering
- --------------------------------------------- ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C>
The Northwestern Mutual Life Insurance Co.... 3,217,397 3.9 3,217,397 0
720 East Wisconsin Avenue
Milwaukee, WI 53202
Massachusetts Mutual Life Insurance Co. (1).. 1,883,075 2.3 1,883,075 0
1295 State Street
Springfield, MA 01111
V. Suarez & Co., Inc......................... 1,631,685 2.0 1,242,085 389,600
P.O. Box 364588
San Juan, PR 00936
The Morgan Stanley Leveraged Mezzanine
Fund, L.P................................. 1,456,557 1.8 1,456,557 0
1221 Avenue of the Americas, 33rd Floor
New York, NY 10020
Arbeit Investment Limited Partnership........ 1,439,967 1.8 1,439,967 0
10350 Bren Road West
Minnetonka, MN 55343
Insurance Company of North America........... 1,342,344 1.6 1,342,344 0
900 Cottage Grove Road
Bloomfield, CT 06002
Norwest Venture Capital Management, Inc...... 1,329,261 1.6 1,329,261 0
222 South Ninth Street, Suite 2800
Minneapolis, MN 55402
Connecticut General Life Insurance Co........ 1,128,910 1.4 1,128,910 0
900 Cottage Grove Road
Bloomfield, CT 06002
Kenneth E. Keiser............................ 668,942 * 183,098 485,844
60 South Sixth Street, Suite 3800
Minneapolis, MN 55402
The Lincoln National Life Insurance Company.. 443,552 * 443,552 0
200 East Berry
Fort Wayne, IN 46802
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Mass Mutual Corporate Investors (1).......... 332,296 * 332,296 0
1295 State Street
Springfield, MA 01111
John F. Bierbaum............................. 213,193 * 7,565 205,628
60 South Sixth Street, Suite 3800
Minneapolis, MN 55402
US Bancorp................................... 161,601 * 161,601 0
601 Second Avenue South, 18th Floor
Minneapolis, MN 55402
First Colony Life Insurance Co............... 34,453 * 34,453 0
2 Union Square, Suite 1500
Seattle, WA 98111
</TABLE>
____________________
*Represents less than one percent.
(1) Pursuant to an exemptive order issued under Section 17(d) of the Investment
Company Act of 1940, as amended, Massachusetts Mutual Life Insurance Co.
and Mass Mutual Corporate Investors must sell shares in proportion to their
respective holdings, unless the Joint Transactions Committee of the Board
of Trustees of Mass Mutual Corporate Investors approves a disproportionate
disposition of such shares.
Sales to selling shareholders
PAS issued 12,960,076 of the shares covered by this prospectus to the
former shareholders of Delta in connection with the exchange agreement pursuant
to which we acquired Delta in October 1999. We issued the remaining shares
covered by this prospectus to V. Suarez & Co., Inc. pursuant to a stock purchase
agreement dated July 1998.
Diego Suarez, Jr., a member of our board of directors, is President, Chief
Executive Officer and Assistant Secretary of V. Suarez & Co., Inc. The number
of shares presented above as beneficially owned by this entity includes 340,000
shares of Class B common stock issuable pursuant to the exercise of a warrant.
In addition to the information presented above, V. Suarez & Co., Inc. owns
1,000,000 shares of Class A common stock, or 20% of the class. Each share of
Class A common stock has six votes and each share of Class B common stock has
one vote.
Kenneth E. Keiser is President and Chief Operating Officer of PAS. John F.
Bierbaum is Vice President and Chief Financial Officer of PAS and Pohlad
Companies. Mr. Bierbaum is also a director of Delta. The number of shares
presented above as beneficially owned by Messrs. Keiser and Bierbaum includes
37,000 and 18,500 shares of Class B common stock, respectively, issuable
pursuant to the exercise of stock options. We have also agreed to issue shares
of Class B common stock and options to purchase shares of Class B common stock
to Messrs. Keiser and Bierbaum in consideration of the cancellation of rights
previously granted to them under the phantom plans of Delta and Dakota. Pursuant
to such agreement, Mr. Keiser has the right to receive 228,686 shares and
options to purchase 220,158 shares and Mr. Bierbaum has the right to receive
95,342 shares and options to purchase 91,786 shares. The number of shares
presented above as beneficially owned by each such person includes these shares.
Selling shareholders' registration rights
Under our agreements with the selling shareholders, we agreed to use our
best efforts to register their shares of common stock. Our registration of the
shares does not necessarily mean that the selling shareholders will sell all or
any of the shares covered by this prospectus. In addition, the former
shareholders of Delta have entered into lock-up agreements with us which
prohibit them from selling shares acquired pursuant to the Delta exchange
agreement before April 15, 2000.
7
<PAGE>
Use of Proceeds
All of the net proceeds from the sale of the shares will go to the
shareholders who offer and sell their shares. Accordingly, we will not receive
any proceeds from the sale of the shares.
Plan of Distribution
The selling shareholders may offer their shares at various times in one or
more of the following transactions:
. on the New York Stock Exchange;
. in transactions other than on such exchange;
. in privately negotiated transactions; or
. in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prices, or at negotiated prices.
We are indemnifying the selling shareholders and they are indemnifying us
against certain liabilities.
The selling shareholders may use broker-dealers to sell their shares. If
this happens, such broker-dealers will either receive discounts or commissions
from the selling shareholders, or they will receive commissions from purchasers
of shares for whom they acted as agents.
The selling shareholders and any persons who participate in the sale of the
shares from time to time, may be deemed to be "underwriters" within the meaning
of Section 2(a)(11) of the Securities Act. Any commissions paid or discounts or
concessions allowed to any such persons, and any profits received on resale of
the shares, may be deemed to be underwriting compensation under the Securities
Act.
In order to comply with applicable state securities laws, the shares will
be sold only through registered or licensed brokers or dealers. In addition,
the shares will not be sold until they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available.
Legal Matters
For the purposes of this offering, Briggs and Morgan, Professional
Association, is giving its opinion on the validity of the shares. Brian D.
Wenger, a shareholder of Briggs and Morgan, Professional Association, is
Secretary of PAS.
Experts
The financial statements and schedule of PAS (formerly known as Pepsi-Cola
Puerto Rico Bottling Company) as of December 31, 1998 and for the three-month
period then ended, and as of September 30, 1998 and for the fiscal year then
ended, included in this prospectus, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
The financial statements and schedule of PepsiAmericas, Inc. (formerly
known as Pepsi-Cola Puerto Rico Bottling Company) as of September 30, 1997, and
for each of the years in the two-year period ended September 30, 1997, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated herein by reference, and upon the authority of said firm as experts
in accounting and auditing.
8
<PAGE>
The financial statements of Delta as of December 31, 1998 and 1997, and for
each of the three years in the period ended December 31, 1998 have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
The financial statements of Dakota as of December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated
by reference is considered to be part of this prospectus. Information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until the selling shareholders sell all of the shares
covered by this prospectus:
. Transition Report on Form 10-K for the transition period ended
December 31, 1998;
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
(as amended) and June 30, 1999;
. Description of our common stock contained in our Registration
Statement on Form S-1 (No. 33-94620) (as amended);
. Current Reports on Form 8-K filed on June 28, 1999, July 15, 1999 and
October 26, 1999; and
. Definitive Schedule 14A Proxy Statements filed on January 19, 1999
(annual meeting) and September 7, 1999 (special meeting).
This prospectus is part of a registration statement we filed with the SEC.
You may request a copy of the registration statement or any of the above
filings, at no cost, by writing or telephoning our Chief Financial Officer at
the following address:
PepsiAmericas, Inc.
3800 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 661-3830
You should rely only on the information and representations provided in
this prospectus. We have not authorized anyone else to provide you with
different information. No selling shareholder will make an offer of these
shares in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front of this document.
9
<PAGE>
================================================================================
You should rely on the information contained in this document or that to
which we have referred you. We have not authorized anyone to provide you with
information that is different. You should not assume that the information in
this document is accurate as of any date other than the date on the front of
this document. This prospectus is not an offer to sell nor is it seeking an
offer to buy any securities in any state where the offer or sale is not
permitted.
_________________
TABLE OF CONTENTS
_________________
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 2
Risk Factors............................................................... 3
Selling Shareholders....................................................... 6
Use of Proceeds............................................................ 8
Plan of Distribution....................................................... 8
Legal Matters.............................................................. 8
Experts.................................................................... 8
Where You Can Find More Information........................................ 9
</TABLE>
14,202,161 Shares
PepsiAmericas, Inc.
Class B Common Stock
------------
PROSPECTUS
------------
_______________, 1999
================================================================================
<PAGE>
Part II - Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses payable by us in
connection with the sale and distribution of the shares being registered. All
amounts shown are estimates, except the registration fee.
<TABLE>
<S> <C>
SEC registration fee................................... $20,852
Legal fees and expenses................................ 20,000
Accounting fees and expenses........................... 20,000
Blue sky and related fees and expenses................. 500
Miscellaneous (including listing fees, if applicable).. 1,648
-------
Total.............................................. $63,000
=======
</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.
As permitted by the DGCL, the registrant's Certificate of Incorporation
limits the personal liability of a director of the registrant for monetary
damages for breach of fiduciary duty of care as a director. Liability is not
eliminated for (i) any breach of the director's duty of loyalty to the
registrant or its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payment of dividends, stock purchases or redemptions pursuant to
Section 174 of the DGCL, or (iv) any transaction from which the director derived
an improper personal benefit.
Under provisions contained in the registrant's Certificate of Incorporation
and Bylaws, the registrant will indemnify any director, trustee, officer,
employee or agent of the registrant 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 registrant). Indemnification will be provided if the
action, suit or proceeding arose by reason of the fact that a director, trustee,
officer, employee or agent of the registrant is or was serving at the request of
the registrant as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
Indemnification will be provided 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 that he reasonably believed to be in or not opposed to the
best interests of the registrant. Indemnification will be allowed with respect
to any criminal action or proceeding if the director, trustee, officer,
employee, or agent involved 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 registrant. With respect to any criminal action or
proceeding, termination by one of the above dispositions shall not, of itself,
create a presumption that the person involved had reasonable cause to believe
that his conduct was unlawful.
The registrant 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 or
suit by or in the right of the registrant 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 registrant.
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<PAGE>
This includes situations where such person involved was serving at the request
of the registrant as a director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Under these
circumstances, the registrant shall indemnify such director, trustee, officer,
employee or agent against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
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 registrant. No
indemnification will be made by the registrant for any claim, issue or matter as
to which such director, trustee, officer, employee or agent shall have been
adjudged to be liable to the registrant. However, the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought may
determine that, despite the adjudication of liability but in view of all the
circumstances of the case, such director, trustee, officer, employee or agent is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
To the extent that any director, trustee, officer, employee or agent
referred to above, has been successful on the merits or otherwise in defense of
any action, suit or proceeding described above, or in defense of any claim,
issue or matter described above, the registrant will indemnify him against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Any indemnification will be made by the registrant 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 above. This determination will 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 a specific list of law firms
or which are otherwise reasonably acceptable to the registrant, in a written
opinion, or (c) if agreed upon by the registrant, by the shareholders. In
making such determination, the person seeking indemnification shall be presumed
to have met the applicable standard of conduct set forth in the Bylaws, 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 the Board of Directors
or legal counsel, and, to the extent possible, within 30 days of such
submission. A determination made in accordance with the Bylaws shall not be
deemed to affect any right to judicial review of such determination that a
person seeking indemnification may have under applicable law.
Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding shall be paid by the registrant in advance
of the final disposition of such action, suit or proceeding upon receipt of any
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the registrant under its indemnification policies described in Article Tenth of
the Certificate of Incorporation. The registrant may pay such expenses incurred
by its other employees and agents upon such terms and conditions, if any, as the
Board of Directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted
pursuant to, Article Tenth of the Certificate of Incorporation shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any statute, by-law, agreement, vote of shareholders or
disinterested directors or otherwise both as to action in his official capacity
and as to action in another capacity while holding such office.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the Certificate of Incorporation shall, unless otherwise provided
when authorized or ratified, continue to a person who has ceased to be a
director or officer of the registrant and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Expenses incurred by a present or former officer or director in defending a
civil or criminal action, suit, investigation or administrative matter
("Indemnifiable Events") in which such person is named as a party,
II-2
<PAGE>
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 registrant 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 the Bylaws.
A person requesting payments under the Bylaws 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 registrant and furnish or file with the
registrant any other document required by law. Unless required by law, such
undertaking need not be secured. After receipt by the registrant of such
executed undertaking and any other documents required by law, payment shall be
made by the registrant 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 the Bylaws. It is the intent of the
registrant that the provisions of the Bylaws be mandatory in operation and not
subject to the discretion of the registrant. Further, fees and expenses shall
be recoverable from the registrant by any person adjudged or determined to be
entitled to indemnity under the Bylaws, if such fees and expenses are incurred
in order to enforce the Bylaws with respect to advancement of expenses or
indemnification.
The rights to indemnification and to the advancement or reimbursement of
expenses under the Bylaws (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 the bylaws were set forth in
a separate written contract or contracts between such persons and the
registrant, 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 revocation or modification. To the
extent that any amendment to the Bylaws establishes specific procedures relating
to indemnification and advancement of expenses or grants additional rights to
persons covered thereunder, 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 registrant, in each case occurring after the date of such
amendment. The bylaws are intended to grant indemnification to persons covered
hereby only to the maximum extent permitted by applicable law.
The DGCL authorizes the purchase of indemnification insurance by the
registrant. The registrant currently maintains a policy insuring its directors
and officers against liabilities which may be incurred by such persons acting in
such capacities. The registrant has also agreed to maintain, until October 15,
2005, and to the extent commercially available, a directors, officers and
company liability policy with respect to claims arising from facts or events
that have occurred or occur prior to, simultaneously with or after the
acquisition of Delta and Dakota.
Item 16. Exhibits and Financial Statement Schedules
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
23.3 Independent Accountants' Consent.
23.4 Consent of Independent Public Accountants.
23.5 Consent of Independent Public Accountants.
24.1 Power of Attorney (included on signature page to the Registration
Statement).
II-3
<PAGE>
Item 17. Undertakings
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 the 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; and
(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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions summarized in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
Signatures
Pursuant to the requirements of the Securities Act, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis and State of Minnesota, on
October 29, 1999.
PepsiAmericas, Inc.
By /s/ Robert C. Pohlad
-------------------------------
Robert C. Pohlad
Chief Executive Officer and
Chairman of the Board
Power of Attorney
KNOW ALL BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Robert C. Pohlad and John F. Bierbaum as his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons on the dates and in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert C. Pohlad Chief Executive Officer and October 29, 1999
- -----------------------------
Robert C. Pohlad Chairman of the Board (Principal
Executive Officer)
/s/ John F. Bierbaum Chief Financial Officer (Principal October 29, 1999
- -----------------------------
John F. Bierbaum Financial and Accounting Officer)
/s/ Christopher C. Clouser Director October 29, 1999
- -----------------------------
Christopher C. Clouser
/s/ Philip N. Hughes Director October 29, 1999
- -----------------------------
Philip N. Hughes
/s/ Diego Suarez, Jr. Director October 29, 1999
- -----------------------------
Diego Suarez, Jr.
</TABLE>
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<PAGE>
/s/ Basil K. Vasiliou Director October 29, 1999
- -----------------------------
Basil K. Vasiliou
Director
- -----------------------------
Michael D. White
/s/ John F. Woodhead Director October 29, 1999
- -----------------------------
John F. Woodhead
/s/ Raymond W. Zehr, Jr. Director October 29, 1999
- -----------------------------
Raymond W. Zehr, Jr.
II-6
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
23.2 Consent of Independent Public Accountants.
23.3 Independent Accountants' Consent.
23.4 Consent of Independent Public Accountants.
23.5 Consent of Independent Public Accountants.
24.1 Power of Attorney (included on signature page to the Registration
Statement).
<PAGE>
EXHIBIT 5.1
October 29, 1999
PepsiAmericas, Inc.
3800 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
Gentlemen:
We are counsel to PepsiAmericas, Inc. (the "Company"), a Delaware
corporation, in connection with its filing of a registration statement on
Form S-3, under the Securities Act of 1933, as amended, relating to the proposed
sale by selling shareholders of 14,202,161 shares of the Company's Class B
common stock.
We have examined the registration statement and those documents, corporate
records, and other instruments we deemed relevant as a basis for the opinion
herein expressed.
Based on the foregoing, it is our opinion that when the registration
statement shall have been declared effective by order of the Securities and
Exchange Commission, the shares sold by the selling shareholders as contemplated
by the registration statement will be legally and validly issued, fully-paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
registration statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus included in such registration statement.
Very truly yours,
BRIGGS AND MORGAN
Professional Association
By /s/ Brian D. Wenger
----------------------------
Brian D. Wenger
<PAGE>
EXHIBIT 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 11, 1999 on
the consolidated financial statements and financial statement schedule of
PepsiAmericas, Inc. (formerly known as Pepsi-Cola Puerto Rico Bottling Company)
as of December 31, 1998 and for the transition period then ended, and as of
September 30, 1998 and for the year then ended, included in PepsiAmericas, Inc.
(formerly known as Pepsi-Cola Puerto Rico Bottling Company) Transition Report on
Form 10-K for the transition period ended December 31, 1998 and the Definitive
Schedule 14A Proxy Statement filed September 7, 1999, and to all references to
our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
October 29, 1999.
<PAGE>
EXHIBIT 23.3
Independent Accountants' Consent
The Board of Directors
PepsiAmericas, Inc.:
We consent to incorporation by reference in this registration statement on Form
S-3 of PepsiAmericas, Inc. (formerly known as Pepsi-Cola Puerto Rico Bottling
Company) (the Company) relating to the consolidated balance sheet of the Company
as of September 30, 1997, and the related consolidated statements of income/
(loss), shareholders' equity and cash flows for each of the years in the
two-year period ended September 30, 1997, and schedule which report appears in
the December 31, 1998 Transition Report on Form 10-K of the Company.
We also consent to the reference to our firm under the caption "Experts" in this
Registration Statement.
/s/ KPMG LLP
KPMG LLP
San Juan, Puerto Rico
October 29, 1999
<PAGE>
EXHIBIT 23.4
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 2, 1999 on
Delta Beverage Group, Inc. included in PepsiAmericas, Inc. (formerly known as
Pepsi-Cola Puerto Rico Bottling Company) Definitive Schedule 14A Proxy Statement
filed September 7, 1999, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
October 29, 1999.
<PAGE>
EXHIBIT 23.5
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 5, 1999
(except with respect to the matter discussed in Note 7, regarding debt
covenants, as to which the date is June 25, 1999) on Dakota Beverage Company,
Inc. included in PepsiAmericas, Inc. (formerly known as Pepsi-Cola Puerto Rico
Bottling Company) Definitive Schedule 14A Proxy Statement filed September 7,
1999, and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
October 29, 1999.
