-----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, GvOB6TUTx4x0m2q64Es+uM6A9lcLcAKaJ9gS3IvtW5H/aff6RUuw5RLIz+aqwV1I 6XzqSW4lCI+lrCgpdN90cQ== 0001005477-99-001218.txt : 19990317 0001005477-99-001218.hdr.sgml : 19990317 ACCESSION NUMBER: 0001005477-99-001218 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990316 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14893 FILM NUMBER: 99566430 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 8-A12B 1 FORM 8-A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE PEPSI BOTTLING GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 13-4038356 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) One Pepsi Way Somers, NY 10589 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. |x| box. |_| Securities Act registration statement file number to which this form relates: 333-70291 --------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, Par Value $0.01 New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: (Title of Class) ---------------- None. Item 1: Description of Registrant's Securities to be Registered The description under the headings "Description of Capital Stock" and "Shares Eligible for Future Sale" relating to the Registrant's Common Stock, $0.01 par value per share (the "Common Stock"), in the Prospectus included in the Registrant's Registration Statement on Form S-1 (Registration No. 333-70291) filed with the Securities and Exchange Commission on January 8, 1999, as amended, and the description under the headings "Description of Capital Stock" and "Shares Eligible for Future Sale" relating to the Common Stock in the Registrant's final Prospectus to be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, are incorporated herein by reference. Item 2: Exhibits Not applicable. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. The Pepsi Bottling Group, Inc. By: /s/ Pamela C. McGuire --------------------------------------- Name: Pamela C. McGuire Title: Senior Vice President, General Counsel and Secretary Date: March 16, 1999 3 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 212-450-4000 FAX: 212-450-4800 WRITER'S DIRECT DIAL: 212-450-4890 March 16, 1999 Re: The Pepsi Bottling Group, Inc. (the "Company") Registration Statement on Form 8-A Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: On behalf of the Company, we are submitting via EDGAR a registration statement on Form 8-A pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "1934 Act") with respect to the Company's Common Stock, $0.01 par value per share (the "Registration Statement"). On January 8, 1999 the Company filed a Registration Statement on Form S-1 (Registration No. 333-70291) (the "S-1"), which is being reviewed by H. Christopher Owings, to register under the Securities Act of 1933, as amended, the initial public offering of up to 115,000,000 shares of its Common Stock. On February 26, 1999 the Company filed Amendment No. 1 to the S-1, and on March 11, 1999 the Company filed Amendment No. 2 to the S-1. The Company has also filed an application to cause the Common Stock to be listed on the New York Stock Exchange (the "NYSE"). Pursuant to General Instruction D to Form 8-A and the rules of the NYSE, an executed copy of the Registration Statement has been submitted for simultaneous filing with the NYSE. On behalf of the Company and pursuant to Section 12(d) and Rule 12d1-2 of the 1934 Act, we respectfully request that the Registration Statement become effective simultaneously with the effectiveness of the S-1. Securities and Exchange Commission 2 March 16, 1999 We would appreciate your advising the undersigned at (212) 450-4890 or Tracy Kimmel of this firm at (212) 450-4675 whether the staff has questions or comments with respect to the Registration Statement. Very truly yours, /s/ Winthrop B. Conrad, Jr. Winthrop B. Conrad, Jr. cc: David C. Lee -----END PRIVACY-ENHANCED MESSAGE-----