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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 28, 1999
Date of report (Date of earliest event reported)
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13914 ###-##-####
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
Carretera 885, Km. 0.4
Barrio Candelaria Arenas
Toa Baja, Puerto Rico 00949
(Address of Principal Executive Offices, including Zip Code)
(787) 251-2000
(Registrant's Telephone Number, including Area Code)
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ITEM 5 Other Events
Reference is made to the press release issued to the public by Pepsi-Cola
Puerto Rico Bottling Company on June 25, 1999, and attached hereto as an
exhibit, relating to the agreement in principle to combine with two Pepsi-
Cola bottlers, Delta Beverage Group, Inc. and Dakota Beverage Company.
Completion of the transactions is subject to a number of conditions,
including approval by the shareholders of Pepsi-Cola Puerto Rico Bottling
Company, the negotiation of final agreements and franchisor consents.
ITEM 7 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release, dated June 25, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on June 28, 1999.
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
By: /s/ John F. Bierbaum
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John F. Bierbaum
Chief Financial Officer and
Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release, dated June 25, 1999.
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EXHIBIT 99.1
Pepsi-Cola Puerto Rico Bottling Company
Announces Agreement to Acquire Bottler Franchises
TOA BAJA, Puerto Rico, June 25 /PRNewswire/ - Pepsi-Cola Puerto Rico Bottling
Company (NYSE: PPO - news) today announced agreements in principle to combine
with two Pepsi-Cola bottlers, Delta Beverage Group, Inc. and Dakota Beverage
Company. Delta and Dakota generated revenues in 1998 of $325 million and $97
million, respectively. PepsiCo, Inc. (NYSE: PEP - news) will hold a 24 percent
equity interest in the combined companies, which will be PepsiCo's third largest
anchor bottler. All three companies have been under common management since
Pohlad Companies of Minneapolis, Minnesota, purchased a controlling interest in
Pepsi-Cola Puerto Rico in July 1998, through a joint venture with PepsiCo.
Pepsi-Cola Puerto Rico will issue approximately 65 million shares of Class B
common stock in the transactions. Completion of the transactions is subject to
a number of conditions, including the approval of Pepsi-Cola Puerto Rico's
shareholders, the negotiation of final agreements and franchisor consents.
Pepsi-Cola Puerto Rico will call a special meeting for shareholders to approve
the transactions.
"This combination will help achieve our strategy of becoming an anchor bottler
for PepsiCo," said Robert C. Pohlad, chairman and chief executive officer of
Pepsi-Cola Puerto Rico. "We believe the combined companies will possess a
strengthened financial position, higher margin potential, more stable earnings
and stronger cash flow than stand-alone concerns. This will facilitate our
strategic focus on growth in the Caribbean region and at the same time allow us
to take advantage of opportunities in the upper Midwest and mid-South," he
added.
"We are very pleased about the creation of another anchor bottler in the Pepsi-
Cola system," added Roger Enrico, chairman and chief executive officer of
PepsiCo. "This represents another step forward in our strategy to promote
consolidation so we can serve our retail customers more effectively."
The combined companies will manufacture, distribute and market Pepsi-Cola soft
drinks in exclusive franchise territories that include Puerto Rico and portions
of Arkansas, Iowa, Louisiana, Minnesota, Mississippi, North Dakota, South
Dakota, Tennessee and Texas. Cadbury Schweppes and Procter and Gamble Company
products are also important offerings in much of this territory.
This release contains forward-looking statements of expected future
developments. The Company wishes to insure such statements are accompanied by
meaningful cautionary statements pursuant to the safe harbor established in the
Private Securities Litigation Reform Act of 1995. The forward-looking
statements in this release refer to the expectations regarding achieving
additional cost savings and improved profitability. These forward-looking
statements reflect management's expectation and are based upon currently
available data; however, actual results are subject to future events and
uncertainties, which could materially affect actual performance. The Company's
future performance also involves a number of risks and uncertainties. Among the
factors that can cause actual results to differ materially are: inability to
achieve additional cost savings and continued competitive pressures with respect
to pricing and volume, which could result in the erosion of market share;
unexpected developments which prevent improved results from the Company's
marketing activities; and other factors, including economic, climatic and
political conditions, and the impact of such conditions on consumer spending.
