0000950123-01-506475.txt : 20011008 0000950123-01-506475.hdr.sgml : 20011008 ACCESSION NUMBER: 0000950123-01-506475 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010919 EFFECTIVENESS DATE: 20010919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEPSI BOTTLING GROUP INC CENTRAL INDEX KEY: 0001076405 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 134038356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69622 FILM NUMBER: 1740294 BUSINESS ADDRESS: STREET 1: ONE PEPSI WAY CITY: SOMERS STATE: NY ZIP: 10589-2201 BUSINESS PHONE: 9147676000 MAIL ADDRESS: STREET 1: ONE PEPSI WAY CITY: SOMERS STATE: NY ZIP: 10589-2201 S-8 1 y53206s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on September 19, 2001 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- THE PEPSI BOTTLING GROUP, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 13-4038356 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) One Pepsi Way Somers, New York 10589-2201 (Address of Principal Executive Offices, including zip code) THE PBG DIRECTORS' STOCK PLAN (Full Title of the Plan) Pamela C. McGuire Senior Vice President, General Counsel and Secretary The Pepsi Bottling Group, Inc. One Pepsi Way Somers, New York 10589 (914) 767-7982 (Name, Address and Telephone Number, including area code, of Agent for Service) Copies to: Mark D. Wincek Steven M. Rapp Kilpatrick Stockton LLP The Pepsi Bottling Group, Inc. 607 14th Street, N.W., Suite 900 One Pepsi Way Washington, D.C. 20005-20018 Somers, New York 10589-2201 (202) 508-5801 (914) 767-7971 CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered Per Share Price Registration Fee ---------------- ---------- --------- ----- ---------------- Common Stock, Par Value $.01 300,000 (1) $44.22 (2) $13,267,500 (2) $3,316.87
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933 based on the average of the high and low sales prices of the Registrant's Common Stock, as reported on the New York Stock Exchange on September 7, 2001. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registration Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The Pepsi Bottling Group, Inc. (the "Registrant") hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"): (1) The Registrant's Annual Report on Form 10-K for the year ended December 30, 2000, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 24, 2001; (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 16, 2001; and (4) The description of the Registrant's Common Stock, par value $.01 per share, contained in the Registrant's Registration Statement on Form 8-A, filed with the SEC pursuant to Section 12(b) of the Exchange Act, and all amendments and reports filed for the purpose of updating such descriptions. All documents subsequently filed by the Registrant with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable (the Common Stock is registered under Section 12(b) of the Exchange Act). Item 5. Interests of Named Experts and Counsel The validity of the shares of Common Stock issuable under the PBG Directors' Stock Plan has been passed upon for the Registrant by Pamela C. McGuire, Esq., Senior Vice President, General Counsel and Secretary of the Registrant. Ms. McGuire holds shares and options to purchase shares of the Registrant's Common Stock. 2 3 Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Eighth of the Registrant's Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Article Ninth of the Registrant's Certificate of Incorporation provides for such limitation of liability. The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits
Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-70291) as amended, as filed with the SEC (the "Form S-1")). 4.2 Bylaws (incorporated herein by reference to Exhibit 3.2 to Form S-1). 4.3 Amendments to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 to Form S-1). 4.4 Form of common stock certificate (incorporated herein by reference to Exhibit 4 to Form S-1). 5 Opinion and consent of Pamela C. McGuire, Esq., Senior Vice President, General Counsel and Secretary of the Registrant. 23.1 Consent of KPMG LLP. 23.2 Consent of Pamela C. McGuire, Esq., Senior Vice President, General Counsel and Secretary of the Registrant (included in her opinion filed as Exhibit 5 hereto). 24 Powers of Attorney (incorporated herein by reference to Exhibit 24 of Registrant's Annual Report on Form 10-K for the year ended December 30, 2000).
3 4 Item 9. 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: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act; (b) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) 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 paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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 the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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. 4 5 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Somers, State of New York, on September 10, 2001. THE PEPSI BOTTLING GROUP, INC. By: /s/ Pamela C. McGuire Pamela C. McGuire Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Craig E. Weatherup Chairman of the Board and Chief September 10, 2001 ---------------------- Executive Officer *Craig E. Weatherup /s/ John T. Cahill President, Chief Operating Officer September 10, 2001 ---------------------- and Director *John T. Cahill /s/ Alfred H. Drewes Senior Vice President and Chief September 10, 2001 ---------------------- Financial Officer (Principal Alfred H. Drewes Financial Officer) /s/ Andrea L. Forster Vice President and Controller September 10, 2001 ---------------------- *Andrea L. Forster (Principal Accounting Officer) /s/ Linda G. Alvarado Director September 10, 2001 ---------------------- *Linda G. Alvarado /s/ Barry H. Beracha Director September 10, 2001 ---------------------- *Barry H. Beracha /s/ Thomas W. Jones Director September 10, 2001 ---------------------- *Thomas W. Jones /s/ Thomas H. Kean Director September 10, 2001 ---------------------- *Thomas H. Kean /s/ Susan D. Kronick Director September 10, 2001 ---------------------- *Susan D. Kronick /s/ Margaret D. Moore Director September 10, 2001 ---------------------- *Margaret D. Moore /s/ Robert F. Sharpe, Jr. Director September 10, 2001 ---------------------- *Robert F. Sharpe, Jr. * By: Pamela C. McGuire, Attorney-in-Fact /s/ Pamela C. McGuire --------------------- Pamela C. McGuire
5 6 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 4.1 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-70291) as amended, as filed with the SEC (the "Form S-1")). 4.2 Bylaws (incorporated herein by reference to Exhibit 3.2 to Form S-1). 4.3 Amendments to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 to Form S-1). 4.4 Form of common stock certificate (incorporated herein by reference to Exhibit 4 to Form S-1). 5 Opinion and consent of Pamela C. McGuire, Esq., Senior Vice President, General Counsel and Secretary of the Registrant. 23.1 Consent of KPMG LLP. 23.2 Consent of Pamela C. McGuire, Esq., Senior Vice President, General Counsel and Secretary of the Registrant (included in her opinion filed as Exhibit 5 hereto). 24 Powers of Attorney (incorporated herein by reference to Exhibit 24 of Registrant's Annual Report on Form 10-K for the year ended December 30, 2000).
6 EX-5 3 y53206ex5.txt OPINION AND CONSENT 1 EXHIBIT 5 OPINION AND CONSENT OF PAMELA C. McGUIRE September 10, 2001 The Board of Directors The Pepsi Bottling Group, Inc. One Pepsi Way Somers, New York 10589 Re: The Pepsi Bottling Group, Inc. Registration Statement for Offering of an Aggregate of 300,000 Shares of Common Stock Dear Ladies and Gentlemen: I have acted as general counsel to The Pepsi Bottling Group, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of 300,000 shares of common stock of the Company (the "Shares") under the PBG Directors' Stock Plan (the "Plan"). I, or other attorneys employed by the Company, have reviewed such corporate records, other documents and such questions of law and fact as we have considered necessary or appropriate for the purposes of this opinion. Based on such review, I am of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) in accordance with the terms of the Plan and any award agreement thereunder, such Shares will be duly authorized, legally issued, fully paid and nonassessable. I consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. My opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the Shares. Very truly yours, /s/ Pamela C. McGuire EX-23.1 4 y53206ex23-1.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.1 CONSENT OF KPMG LLP The Board of Directors The Pepsi Bottling Group, Inc.: We consent to incorporation by reference in the registration statement to be filed on Form S-8 of The Pepsi Bottling Group, Inc. of our reports dated January 30, 2001, relating to the consolidated balance sheets of The Pepsi Bottling Group, Inc. as of December 30, 2000 and December 25, 1999, and the related consolidated statements of operations, cash flows, and changes in shareholders' equity for each of the fiscal years in the three-year period ended December 30, 2000, and the related schedule, which reports appear in the December 30, 2000 annual report on Form 10-K of The Pepsi Bottling Group, Inc. /s/ KPMG LLP New York, New York September 19, 2001