-----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, LsyQWHCGBiBI7+GBXTAHtq3B9mHvUakbjJ2PcEJ2zsVgUcL3DlAEkPEuwCp1/ZFc 1tBmLSMHpLupc/G3Tri2Ig== 0001012975-02-000135.txt : 20020507 0001012975-02-000135.hdr.sgml : 20020507 ACCESSION NUMBER: 0001012975-02-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020507 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020507 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14893 FILM NUMBER: 02637117 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-K 1 e65159.txt UNITED STATES 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 May 2, 2002 1-14893 ------------------------ ---------------------------- Date of Report (Date of Commission File Number earliest event reported) THE PEPSI BOTTLING GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 13-4038356 --------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) One Pepsi Way Somers, New York 10589 ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (914) 767-6000 ---------------------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On MAY 7, 2002, The Pepsi Bottling Group, Inc. ("PBG") issued a press release announcing that it had reached a non-binding agreement with PepsiCo, Inc. and Mr. Enrique C. Molina Sobrino ("Mr. Molina"), the two principal shareholders of Pepsi-Gemex S.A. de C.V. ("Pepsi-Gemex"), regarding the possible acquisition of all of the outstanding shares of Pepsi-Gemex. The press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. The non-binding agreement is reflected in a term sheet, a copy of which is filed as Exhibit 99.2 hereto, and is incorporated herein by reference. PBG and Mr. Molina have entered into a confidentiality agreement, dated May 3, 2002, in which each party agreed to keep confidential all non-public information of the other party to which it is given access. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibit 99.1 Press release dated May 7, 2002. Exhibit 99.2 Non-Binding Term Sheet. 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. Date: May 7, 2002 THE PEPSI BOTTLING GROUP, INC. By: /s/ Pamela C. McGuire --------------------------- Pamela C. McGuire Senior Vice President, General Counsel and Secretary Exhibit 99.2 Non-Binding Term Sheet ---------------------- SANTA FE TERMS AND CONDITIONS ----------------------------- Proposal The Pepsi Bottling Group ("PBG") proposes to purchase 100% of the shares of Pepsi-Gemex, S.A. DE C.V. (Gemex), including all shares subject to Gemex options, through public tender offers in the United States and Mexico. - -------------------------------------------------------------------------------- Gross Enterprise Value The gross enterprise value for Gemex will be, in the aggregate, equal to 11,903,650,000 Mexican Pesos. - -------------------------------------------------------------------------------- Adjustments to Gross The peso equivalent of the gross enterprise value of Enterprise Value Gemex ("EV") will be adjusted for (A) Working Capital, (B) Net Debt, (C) Identified Due Diligence Liabilities, and (D) Conduct of Business in the Ordinary Course ("Adjusted EV") prior to calculating the price per share to be offered to Gemex shareholders in the Tender Offers. Any U.S. Dollar denominated adjustments shall be converted into Mexican Pesos calculated on the basis of the average spot exchange rate for the 5 day period prior to the commencement of the Tender Offers. - -------------------------------------------------------------------------------- Net Working Capital Immediately prior to the commencement of the Tender Offers, the EV will be increased or decreased, on a peso-for-peso basis, to the extent that the Net Working Capital of Gemex on such date is greater or less than a normalized level of Net Working Capital agreed upon by Enrique Molina (the "Seller") and PBG. Net Working Capital will be defined as accounts receivable, inventories, prepaid expenses (but not cash) less accounts payable and accrued expenses and taxes payable (i.e. current assets, other than cash, less current liabilities) - -------------------------------------------------------------------------------- Net Debt Immediately prior to the commencement of the Tender Offers, the EV will be decreased, on a peso-for-peso basis, to the extent that (A) the amount of all short term debt and long-term indebtedness of Gemex, including any premium resulting from any change-in-control provision contained in such indebtedness, (B) the amount of any current portion of such indebtedness, and (C) any amounts due for unpaid dividends declared minus any cash in the business exceeds 0 Mexican Pesos. - -------------------------------------------------------------------------------- Identified Due Diligence PBG will undertake a comprehensive due diligence Liabilities investigation and review and will quantify the any amount of liabilities not included or reserved for in the financial statements of Gemex used to determine the EV. Immediately prior to the commencement of the Tender Offers, the EV will be decreased, on a peso-for-peso basis, in the amount of any such identified liabilities. - -------------------------------------------------------------------------------- Conduct of Business in PBG will assess whether Gemex has conducted its the Ordinary Course business in the ordinary course for the period beginning on January 1, 2002 through the date immediately preceding the commencement of the Tender Offers and will quantify the impact of any failure to conduct its business in the ordinary course. For example, PBG will assess whether Gemex has made investments in capital items (such as marketing equipment) and expenditures for repairs and maintenance on a basis consistent with reasonable business judgment and past practice prior to January 1, 2002. Immediately prior to the commencement of the Tender Offers, the EV will be decreased, on a peso-for-peso basis, in the amount of such impact. - -------------------------------------------------------------------------------- Seller's Existing PBG acknowledges that the Seller is entitled to a Pension and lump-sum payment of approximately 141,150,000 Mexican Termination Benefits Pesos upon his resignation from Gemex. - -------------------------------------------------------------------------------- Tender Offer Price The price per share offered to Gemex shareholders Per Share in the public Tender Offers will be calculated by dividing the Adjusted EV minus 329,350,000 by the number of Gemex shares outstanding. In addition the shareholders of Gemex other than PepsiCo, Inc. will receive an incremental amount equal to 329,350,000 divided by the number of Gemex shares outstanding other than the shares held by PepsiCo. The Mexican Tender Offer price per share will be denominated in Mexican Pesos. The U.S. Tender Offer price per share will be dnominated in U.S. Dollars equivalent to the Peso denominated tender offer price per share, calculated on the basis of the average spot exchange rate effective for the 5 day period prior to the commencement of the Tender Offers. - -------------------------------------------------------------------------------- Seller's Participation Seller will agree to participate in the Tender Offers Agreement with respect to all shares owned by the Seller directly or indirectly. - -------------------------------------------------------------------------------- Representations Seller will represent and warrant with respect to and Warranties undisclosed liabilities of Gemex to companies and individuals affiliated with Seller. - -------------------------------------------------------------------------------- 2 Indemnity Seller will fully indemnify PBG for breach of any such representations and warranties and will reimburse PBG for the cost to terminate transactions with affiliates that are on terms less favorable to Gemex than arms-length transactions ("Affiliate Termination Costs"). The Seller will deposit 188,200,000 Mexican Pesos from the proceeds of the Tender Offers into an escrow account for purposes of securing PBG's indemnification claims in respect of Seller's representations and warranties (the "Escrow Deposit"). The Escrow Deposit will be invested in U.S. treasuries with appropriate maturities and shall be paid out over a three year period, subject to outstanding claims. Interest earned on the Escrow Deposit will be payable to the Seller. Seller's liability for breaches of representations and warranties, indemnification obligations and liability for Affiliate Termination Costs will be capped at the amount of the Escrow Deposit. - -------------------------------------------------------------------------------- Timing/Due Diligence PBG will provide Gemex with a due diligence request list as soon as practicable. PBG will use its best efforts to complete its due diligence review within 8 weeks from the date on which PBG provides Gemex with such list (assuming Gemex fully responds to the due diligence request list within 1 week). The period of due diligence review may be extended by mutual agreement of the parties. The due diligence request list will include items such as: (A) Human Resources/Compensation and Benefits, (B) Risk Management, (C) Real Estate, (D) Environmental, (E) General Accounting, (F) Tax, (G) Information Systems, (H) Cash Management Review, (I) Legal and (J) Manufacturing and Warehousing. - -------------------------------------------------------------------------------- Transaction Costs Each party will bear the transaction costs and transaction-related tax costs incurred by them. Transaction costs will include but not be limited to legal, tax, accounting and investment banking fees and costs related to the Tender Offers. - -------------------------------------------------------------------------------- Conditions of Closing Due Diligence satisfactory to PBG, PBG Board of Director approval, governmental approvals, no Material Adverse Change, no material breach of representations and warranties, etc. - -------------------------------------------------------------------------------- Confidentiality Seller and PBG agree that the information contained in this term sheet is confidential and neither will disclose it to anyone other than their respective financial, legal, tax and accounting advisors who also will keep the information confidential unless otherwise required by law. - -------------------------------------------------------------------------------- May 7, 2002 3 EX-99.1 CHARTER 3 e65361.txt Exhibit 99.1 [LOGO] PBG NEWS RELEASE CONTACT: Public Relations Investor Relations - ------- Kelly McAndrew Mary Winn Settino (914) 767-7690 (914) 767-7216 FOR IMMEDIATE RELEASE --------------------- THE PEPSI BOTTLING GROUP ANNOUNCES NON-BINDING AGREEMENT TO ACQUIRE PEPSI-GEMEX SOMERS, N.Y., May 7, 2002 - The Pepsi Bottling Group, Inc., (NYSE: PBG) announced today that it has reached a non-binding agreement with the two principal shareholders of Mexican bottler Pepsi-Gemex, S.A. de C.V. (NYSE: GEM; BMV: PEPSIGX) regarding the possible acquisition of all of the outstanding shares of the company. Pepsi-Gemex, headquartered in Mexico City, is the second largest bottler of Pepsi-Cola beverages outside of the United States and owns Mexico's largest purified water company, Electropura. It is expected that if a transaction occurs, it will be in the form of cash tender offers in the United States and Mexico. However, PBG stated that it can provide no assurance with respect to the timing, value or determination to proceed with any transaction. "We are very pleased to have reached this stage in our discussions," said John T. Cahill, Chief Executive Officer of PBG. "The Pepsi brands hold a strong market share position in Mexico and the Electropura water brand is the market leader. We look forward to assessing this business further to determine if a transaction can be completed." The gross enterprise value of Pepsi-Gemex as determined by the parties is 11.903 billion Mexican pesos. PBG will value the outstanding equity of Pepsi-Gemex at the gross enterprise value noted above reduced by Pepsi-Gemex's expected net debt level including any declared but unpaid dividends, any shortfalls from normalized working capital levels, identified due diligence liabilities, and items outside the ordinary course of business. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. Any tender offer will be made through an offer to purchase and a related letter of transmittal. Shareholders of Pepsi-Gemex should read these documents if and when they become available because they will contain important information. If a tender offer is made, shareholders will be able to obtain copies of the tender offer statement and other documents filed with the U.S. Securities and Exchange Commission for free from The Pepsi Bottling Group, as well as from the Commission's website, www.sec.gov, after they have been filed. Any transaction would be subject to the satisfactory completion of a comprehensive due diligence review of Pepsi-Gemex's operations and to regulatory approval in both the U.S. and Mexico. The parties hope to complete a comprehensive due diligence review by mid-July. The terms of the non-binding agreement are reflected in a term sheet, which is included with PBG's Form 8-K filed with the U.S. Securities and Exchange Commission on May 7, 2002. The Pepsi Bottling Group, Inc. is the world's largest manufacturer, seller and distributor of Pepsi-Cola beverages, with operations in the U.S., Canada, Greece, Russia, Spain and Turkey. To receive press releases by e-mail, please visit http://www.pbg.com. # # # Statements made in this press release that relate to future events, performance or financial results of the Company are forward-looking statements which involve uncertainties that could cause actual events, performance or results to materially differ. PBG undertakes no obligation to update any of these statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties set forth in PBG's Securities and Exchange Commission reports, including its annual report on Form 10-K for the year ended December 29, 2001. -----END PRIVACY-ENHANCED MESSAGE-----