-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NERzFKy/5bVeUd3W9SxssvQGB2aa6YL2AKiw4uiBaBgMA3JOQeuUgbDKo3+vOWiM VEuw3KCQfMPEg98ebBQN4A== 0001104659-07-010330.txt : 20070213 0001104659-07-010330.hdr.sgml : 20070213 20070213163157 ACCESSION NUMBER: 0001104659-07-010330 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: MELINDA FRENCH GATES GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA FEMSA SAB DE CV CENTRAL INDEX KEY: 0000910631 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52421 FILM NUMBER: 07610667 BUSINESS ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 BUSINESS PHONE: 5255335300 MAIL ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 FORMER COMPANY: FORMER CONFORMED NAME: COCA COLA FEMSA SA DE CV DATE OF NAME CHANGE: 19930814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BILL & MELINDA GATES FOUNDATION TRUST CENTRAL INDEX KEY: 0001166559 IRS NUMBER: 911663695 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258897900 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FORMER COMPANY: FORMER CONFORMED NAME: GATES BILL & MELINDA FOUNDATION DATE OF NAME CHANGE: 20020205 SC 13G/A 1 a07-3269_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 
3)*

 

Coca-Cola FEMSA, S.A. de C.V.

(Name of Issuer)

Series L Shares, without par value

(Title of Class of Securities)

191241108

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 




 

 

CUSIP No. 191241108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bill & Melinda Gates Foundation Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
State of Washington

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
–0–

 

6.

Shared Voting Power
32,809,000*

 

7.

Sole Dispositive Power
–0–

 

8.

Shared Dispositive Power
32,809,000*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,809,000*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.1%*

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


*                                         The Bill & Melinda Gates Foundation Trust (the “Trust”) holds 3,280,900 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs held by the Trust represent 12.1% of the outstanding Series L Shares.  For purposes of Rule 13d–3 under the Securities Exchange Act of 1934, as amended, all ADSs held by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co–Trustees of the Trust.  Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co–Trustees of the Trust, in respect of the ADSs owned by the Trust.  Mr. Larson disclaims any beneficial ownership of the ADSs beneficially owned by the Trust or Mr. and Mrs. Gates.

 

2




 

CUSIP No. 191241108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
–0–

 

6.

Shared Voting Power
32,809,000*

 

7.

Sole Dispositive Power
–0–

 

8.

Shared Dispositive Power
32,809,000*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,809,000*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.1%*

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*                                         The Bill & Melinda Gates Foundation Trust (the “Trust”) holds 3,280,900 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs held by the Trust represent 12.1% of the outstanding Series L Shares.  For purposes of Rule 13d–3 under the Securities Exchange Act of 1934, as amended, all ADSs held by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co–Trustees of the Trust.  Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co–Trustees of the Trust, in respect of the ADSs owned by the Trust.  Mr. Larson disclaims any beneficial ownership of the ADSs beneficially owned by the Trust or Mr. and Mrs. Gates.

 

3




 

CUSIP No. 191241108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Melinda French Gates

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
–0–

 

6.

Shared Voting Power
32,809,000*

 

7.

Sole Dispositive Power
–0–

 

8.

Shared Dispositive Power
32,809,000*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
32,809,000*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.1%*

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


*                                         The Bill & Melinda Gates Foundation Trust (the “Trust”) holds 3,280,900 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs held by the Trust represent 12.1% of the outstanding Series L Shares.  For purposes of Rule 13d–3 under the Securities Exchange Act of 1934, as amended, all ADSs held by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co–Trustees of the Trust.  Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co–Trustees of the Trust, in respect of the ADSs owned by the Trust.  Mr. Larson disclaims any beneficial ownership of the ADSs beneficially owned by the Trust or Mr. and Mrs. Gates.

 

4




 

Item 1.

 

(a)

Name of Issuer
Coca-Cola FEMSA, S.A. de C.V. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
Guillermo González Camarena No. 600

Col. Centro de Ciudad Santa Fé

Delegación Alvaro Obregón

México, D.F. 01210

 

Item 2.

 

(a)

Name of Person Filing
Bill & Melinda Gates Foundation
Trust (the “Trust”), Melinda French Gates and William H. Gates III.*

 

(b)

Address of Principal Business Office or, if none, Residence
The
Trust – 1551 Eastlake Avenue E., Seattle, Washington 98102
Mr. Gates – One Microsoft Way, Redmond, Washington 98052
Mrs. Gates – 2365 Carillon Point, Kirkland, Washington 98033

 

(c)

Citizenship
The
Trust is a charitable trust organized under the laws of the State of Washington.
Both Mr. and Mrs. Gates are citizens of the United States of America.

 

(d)

Title of Class of Securities
Series L Shares, without par value

 

(e)

CUSIP Number
191241108**

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable

 


*                 Neither the present filing nor anything contained herein shall be construed as an admission that the Trust or Mr. and Mrs. Gates constitute a “person” for any purpose other than Section 13(g) of the Securities Exchange Act of 1934, or that the Trust and Mr. and Mrs. Gates constitute a “group” for any purpose.

**          The stated CUSIP Number relates to the American Depositary Shares representing the Series L Shares.

 

5




 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

See the responses to Item 9 on the attached cover pages.

 

(b)

Percent of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6




 

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.

 

Date:  February 13, 2007

 

 

 

 

 

 

BILL & MELINDA GATES FOUNDATION TRUST*

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson**

 

 

Title:

Attorney–in–fact for each of the Co–Trustees,

 

 

 

William H. Gates III and Melinda French Gates

 

 

 

 

WILLIAM H. GATES III*

 

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson**

 

 

Title:

Attorney–in–fact

 

 

 

 

 

MELINDA FRENCH GATES*

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson**

 

 

Title:

Attorney–in–fact

 


*                 This amendment is being filed jointly by the Bill & Melinda Gates Foundation Trust and William H. Gates III and Melinda French Gates, as Co-Trustees, pursuant to the Joint Filing Agreement dated February 14, 2006 and included with the signature page to Amendment No. 1 to Schedule 13G with respect to Coca-Cola FEMSA, S.A. de C.V. filed on February 15, 2006, SEC File No. 005-52421, and incorporated by reference herein.

**          Duly authorized under Special Power of Attorney appointing Michael Larson attorney–in–fact, dated November 13, 2006, by and on behalf of William H. Gates III and Melinda French Gates, as Co–Trustees of the Bill & Melinda Gates Foundation Trust, attached hereto as Exhibit 99.1.

 

7



EX-99.1 2 a07-3269_1ex99d1.htm EX-99.1

Exhibit 99.1

Special Power of Attorney

The undersigned, as Co-Trustees of the Bill & Melinda Gates Foundation Trust (the “Trust”), do hereby constitute and appoint Michael Larson as the true and lawful attorney of the undersigned, with full power of substitution, and authorize and designate him for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to execute, acknowledge, deliver and/or file any documents or filings and any amendments thereto made by or on behalf of the Trust or the undersigned in respect of any securities or other investments held by the Trust, directly, indirectly or beneficially.  Without limitation, this authorization extends to and includes any questionnaires, required or discretionary reports and any and all documents and forms with any governmental office or agency, whether U.S., foreign, state or local (including, without limitation, the U.S. Securities & Exchange Commission and state securities administrators or commissions), any securities exchange or market (including, without limitation, the Nasdaq Stock Market), as may be required, or as the undersigned determine to be advisable, under applicable laws (including without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and rules and regulations under each of such laws), or rules and regulations of any securities exchange or market, and to do and perform all and every act and thing whatsoever requisite and necessary or convenient to be done related to any such securities or other investments, as fully to all intents and purposes as the undersigned might or could do if personally present.  The undersigned acknowledge that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with such laws.

This Special Power of Attorney shall remain in full force and effect until withdrawn by the undersigned by written notice to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Special Power of Attorney to be executed this 13th day of November 2006.

 

 

/s/ William H. Gates III

 

 

William H. Gates III, Co-Trustee of the Bill
& Melinda Gates Foundation Trust

 

 

 

 

 

 

 

 

/s/ Melinda French Gates

 

 

Melinda French Gates, Co-Trustee of the
Bill & Melinda Gates Foundation

 

 

 

 

 

 

/s/ Christine Turner

 

 

/s/ Lisa van der Lugt

WITNESS

 

WITNESS




 

STATE OF WASHINGTON

)

 

 

)

ss.

COUNTY OF KING

)

 

 

I certify that I know or have satisfactory evidence that William H. Gates III is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as Co-Trustee of the Bill & Melinda Gates Foundation Trust to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated

11-13-06

 

/s/ DeeDee Altmayer

 

 

Signature of Notary Public

[Seal or Stamp]

 

DeeDee Altmayer

 

 

Print Name

 

 

My appointment expires

 2-9-09

 

STATE OF WASHINGTON

)

 

 

)

ss.

COUNTY OF KING

)

 

 

I certify that I know or have satisfactory evidence that Melinda French Gates is the person who appeared before me, and said person acknowledged that she signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as Co-Trustee of the Bill & Melinda Gates Foundation Trust to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated

11-13-06

 

/s/ DeeDee Altmayer

 

 

Signature of Notary Public

[Seal or Stamp]

 

DeeDee Altmayer

 

 

Print Name

 

 

My appointment expires

 2-9-09

 



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