-----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, HZoZOO+co/rNusUUan6gnL9QIzY5HsmapYW5JXvJR9m9vufQo9k8/Ohfa6aPq5LI xO+AtU5UPxVCJWhmKusU+A== 0000021344-03-000115.txt : 20030829 0000021344-03-000115.hdr.sgml : 20030829 20030829121946 ACCESSION NUMBER: 0000021344-03-000115 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030829 GROUP MEMBERS: COCA-COLA DE ARGENTINA S.A. GROUP MEMBERS: COCA-COLA INTERAMERICAN CORPORATION GROUP MEMBERS: THE COCA-COLA COMPANY GROUP MEMBERS: THE COCA-COLA EXPORT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDINA BOTTLING CO INC CENTRAL INDEX KEY: 0000925261 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47138 FILM NUMBER: 03873171 BUSINESS ADDRESS: STREET 1: CARLOS VALDOVINOS 560 STREET 2: LAS CONDES CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5623380520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 4046762121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA ZIP: 30313 SC 13D 1 and-5.txt EMBOTELLADORA ANDINA S.A. 13D -AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) (1) Embotelladora Andina S.A. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) None * (CUSIP Number) * CUSIP number for American Depositary Shares representing Series A Common Stock is 29081P 20 4 CUSIP number for American Depositary Shares representing Series B Common Stock is 29081P 30 3 Gary P. Fayard Executive Vice President and Chief Financial Officer The Coca-Cola Company One Coca-Cola Plaza Atlanta, Georgia 30313 (404)676-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: David R. Bucey, Esq. The Coca-Cola Company One Coca-Cola Plaza Atlanta, Georgia 30313 (404)676-2121 August 4, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (1) 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. - None (1) 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE COCA-COLA COMPANY 58-0628465 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 41,962,864 shares of Series A Common Stock, no par value, and BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value, OWNED BY (See Attachment A) EACH REPORTING 8 SHARED VOTING POWER PERSON None WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par value, (See Attachment A) 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par value (See Attachment A) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% of Series A Stock outstanding; 11.0% of Series B Stock outstanding (See Attachment B) 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4 and 29081P 30 3. *SEE INSTRUCTIONS BEFORE FILLING OUT - 2 - SCHEDULE 13D CUSIP No. - None (1) 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COCA-COLA INTERAMERICAN CORPORATION 13-1940209 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 41,962,864 shares of Series A Common Stock, no par value, and BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value OWNED BY (See Attachment A) EACH REPORTING 8 SHARED VOTING POWER PERSON None WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par value (See Attachment A) 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par value (See Attachment A) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% of Series A Stock outstanding; 11.00 of Series B Stock outstanding (See Attachment B) 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3. *SEE INSTRUCTIONS BEFORE FILLING OUT - 3 - SCHEDULE 13D CUSIP No. - None (1) 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE COCA-COLA EXPORT CORPORATION 13-1525101 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 41,962,864 shares of Series A Common Stock, no par value, and BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value OWNED BY (See Attachment A) EACH REPORTING 8 SHARED VOTING POWER PERSON None WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par vlaue (See Attachment A) 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par vlaue (See Attachment A) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% of Series A Stock outstanding; 11.0% of Series B Stock outstanding (See Attachment B) 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3. *SEE INSTRUCTIONS BEFORE FILLING OUT - 4 - SCHEDULE 13D CUSIP No. - None (1) 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON COCA-COLA DE ARGENTINA S.A. (TIN - n/a) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) N/A [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina NUMBER OF 7 SOLE VOTING POWER SHARES 41,962,864 shares of Series A Common Stock, no par value, and BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value OWNED BY (See Attachment A) EACH REPORTING 8 SHARED VOTING POWER PERSON None WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par value (See Attachment A) 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,962,864 shares of Series A Common Stock, no par value, and 41,962,864 shares of Series B Common Stock, no par value (See Attachment A) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% of Series A Stock outstanding; 11.0% of Series B Stock outstanding (See Attachment B) 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP numbers for American Depositary Shares representing Series A Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3. *SEE INSTRUCTIONS BEFORE FILLING OUT - 5 - ATTACHMENT A Coca-Cola Interamerican Corporation owns directly in the aggregate 40,552,802 shares of Series A Common Stock, no par value ("Series A Stock"), and 40,552,802 shares of Series B Common Stock, no par value ("Series B Stock"), of Embotelladora Andina S.A. ("Andina"). Coca-Cola de Argentina S.A. owns directly in the aggregate 1,410,062 shares of Series A Stock and 1,410,062 shares of Series B Stock. Coca-Cola de Argentina S.A. is a wholly owned subsidiary of The Coca-Cola Export Corporation; and The Coca-Cola Export Corporation and Coca-Cola Interamerican Corporation each are wholly owned subsidiaries of The Coca-Cola Company. - ------------------------------------------- ATTACHMENT B The Reporting Persons have been informed by Andina that as of August 28, 2003, a total of 380,137,271 shares of Series A Stock were outstanding and a total of 380,137,271 shares of Series B Stock were outstanding. 6 AMENDMENT NO. 5 TO STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended and restated as follows: This statement relates to the Series A Common Stock, no par value ("Series A Stock"), and the Series B Common Stock, no par value ("Series B Stock"), of Embotelladora Andina S.A. ("Andina"). The legal address of Andina is Carlos Valdovinos 560, Casilla 488-3, Santiago, Chile, and the principal executive offices of Andina are located at Avenida Andres Bello No. 2687, 20th Floor, Casilla 7187, Santiago, Chile. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated as follows: This statement is being filed by The Coca-Cola Company ("KO"), KO's direct wholly owned subsidiaries, Coca-Cola Interamerican Corporation ("Interamerican") and The Coca-Cola Export Corporation ("Export"), each of which companies is a Delaware corporation having its principal executive offices at One Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404)676-2121, and KO's indirect wholly owned subsidiary, Coca-Cola de Argentina S.A. ("CC Argentina"), an Argentine corporation having its principal executive offices at Paraguay 733, 1057 Buenos Aires, Argentina, telephone 541-319-2000. (CC Argentina, together with KO, Interamerican and Export, the "Reporting Persons"). KO is the largest manufacturer, distributor and marketer of nonalcoholic beverage concentrates and syrups in the world. KO also markets and distributes juices and juice drinks and certain water products. Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Exhibit 99.1 attached hereto (which replaces in its entirety the previously filed Exhibit 99.1), including each director's and executive officer's business address, present principal occupation or employment, citizenship and other information. None of the Reporting Persons nor, to the best of their knowledge, any director, executive officer or controlling person of any of the Reporting Persons has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding any Reporting Person or any director, executive officer or controlling person of any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws. 7 ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended and supplemented by adding to the information previously filed under this Item the following: Interamerican has received approval to sell up to all of its 10.6% ownership in Andina to Coca-Cola de Chile, S.A., an indirect wholly owned subsidiary of KO and an affiliate of Interamerican ("CC Chile"). The sale may be consummated in one or more transactions and shares shall be sold at market value at the time of the sale. Until definitive documentation is executed, the parties have no binding legal obligation to close the proposed transaction. There can be no assurances that an agreement with respect to such a transaction will be reached or that any transaction will be consummated. KO invests in bottling operations such as Andina in order to maximize the strength and efficiency of its production, distribution and marketing systems around the world. In line with this bottling strategy, KO regularly reviews its options relating to its investments in bottling operations throughout the world, including its investment in Andina. As part of this review, KO from time to time may consider, evaluate and propose various possible transactions involving Andina or its subsidiaries, which could include, without limitation: (i) the possible acquisition of additional securities of Andina, or the disposition of securities of Andina; (ii) possible extraordinary corporate transactions (such as a merger, consolidation or reorganization) involving Andina or any of its subsidiaries, including with other bottling companies in which one or more of the Reporting Persons may have a direct or indirect equity interest; or (iii) the possible acquisition by Andina or its subsidiaries of assets or interests in one or more bottling companies, including other bottling companies in which one or more of the Reporting Persons may have a direct or indirect equity interest, or the possible sale of assets or bottling operations by Andina or its subsidiaries. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented by adding to the information previously filed under this Item the following: Exhibit 99.1 - Directors and Executive Officers of the Reporting Persons 8 SIGNATURES 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. THE COCA-COLA COMPANY By: /S/ DAVID M. TAGGART ----------------------------------- David M. Taggart Vice President and Treasurer Date: August 29, 2003 COCA-COLA INTERAMERICAN CORPORATION By: /S/ DAVID M. TAGGART ----------------------------------- David M. Taggart Vice President and Treasurer Date: August 29, 2003 THE COCA-COLA EXPORT CORPORATION By: /S/ DAVID M. TAGGART ---------------------------------- David M. Taggart Vice President and Treasurer Date: August 29, 2003 COCA-COLA DE ARGENTINA S.A. By: /S/ JAMES QUINCEY ---------------------------------- James Quincey President Date: August 29, 2003 9 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- Exhibit A (99.1) - Directors and Executive Officers of the Reporting Persons. EX-99 3 and-5x99.txt EXHIBIT TO AMENDMENT NO. 5 (DIRECTORS AND OFFICERS) EXHIBIT 99.1 DIRECTORS AND EXECUTIVE OFFICERS Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company, The Coca-Cola Export Corporation, Coca-Cola Interamerican Corporation and Coca-Cola de Argentina S.A. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially own any Common Stock of Embotelladora Andina S.A. Directors of a named corporation who are also executive officers of that corporation are indicated by an asterisk. Except as indicated below, the business address of each executive officer named below is One Coca-Cola Plaza, Atlanta, Georgia 30313. DIRECTORS OF THE COCA-COLA COMPANY PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS ---- -------------------- ------- Douglas N. Daft* Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company Mr. Daft is a citizen of Australia. Herbert A. Allen President, Chief Executive Allen & Company Officer, Director and Incorporated Managing Director of Allen & 711 Fifth Avenue Company Incorporated, a New York, NY 10022 privately held investment firm Ronald W. Allen Consultant to and advisory Monarch Tower director of Delta Air Lines, Suite 1745 Inc., a major U.S. air trans- 3424 Peachtree Road, NE portation company Atlanta, GA 30326 Cathleen P. Black President of Hearst Magazines, Hearst Magazines a unit of The Hearst 959 8th Avenue Corporation, a major media New York, NY 10019 and communications company Warren E. Buffett Chairman of the Board of Berkshire Hathaway Inc. Directors and Chief Executive 1440 Kiewit Plaza Officer of Berkshire Hathaway Omaha, NE 68131 Inc., a diversified holding company Barry Diller Chairman of the Board and USA Networks, Inc. Chief Executive Officer of 152 W. 57th Street InterActive Corp. (formerly 42nd Floor USA Interactive), an New York, NY 10019 interactive commerce company Susan Bennett King Chairman of the Board of the Duke University Leadership Initiative, Sanford The Leadership Initiative Institute of Public Policy, a Box 90545 support corporation of Duke Durham, NC 27708-0545 University charged with the establishment of undergraduate college leadership programs DIRECTORS OF THE COCA-COLA COMPANY (continued) PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS ---- -------------------- ------- Maria Elena Lagomasino Chairman and Chief Executive J.P. Morgan Private Bank Officer of J.P. Morgan Private 345 Park Avenue Bank, a unit of J.P. Morgan 11th Floor Chase and Company New York, NY 10154 Donald F. McHenry Distinguished Professor in the The IRC Group, LLC Practice of Diplomacy and 1320 19th Street, N.W. International Affairs at the Suite 410 School of Foreign Service, Washington, D.C. 20036 Georgetown University; a principal owner and President of The IRC Group, LLC, a Washington, D.C.consulting firm Robert L. Nardelli Chairman of the Board, The Home Depot, Inc. President and Chief Executive 2455 Paces Ferry Road,NW Officer of The Home Depot, Atlanta, GA 30339-4024 Inc., a major home improvement retailer Sam Nunn Partner in the law firm of King & Spalding King & Spalding since January 191 Peachtree Street 1997 and Co-Chairman and Chief Atlanta, GA 30303-1763 Executive Officer of Nuclear Threat Initiative J. Pedro Reinhard Director, Executive Vice The Dow Chemical Company President and Chief Financial 2030 Dow Center Officer of The Dow Chemical Midland, MI 48674 Company Mr. Reinhard is a citizen of Brazil. James D. Robinson III General Partner of RRE RRE Investors, LLC Ventures, a private 22nd Floor information technology 126 East 56th Street investment firm; President of New York, NY 10022 JD Robinson, Inc. a strategic advising firm; and Chairman of Violy, Byorum & Partners Holdings, LLC, a private firm specializing in financial advisory and investment banking activities in Latin America Peter V. Ueberroth Investor and Chairman of The Contrarian Group, The Contrarian Group, Inc., Inc. a business management company Suite 111 1071 Camelback Street Newport Beach, CA 92660 James B. Williams Director and Chairman of the SunTrust Banks, Inc. Executive Committee of P.O. Box 4418 SunTrust Banks, Inc., a bank Atlanta, GA 30302 holding company 2 EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS ---- -------------------- ------- Douglas N. Daft* Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company Mr. Daft is a citizen of Australia. Steven J. Heyer President and Chief Operating Officer of The Coca-Cola Company Jeffrey T. Dunn Executive Vice President of The Coca-Cola Company and President and Chief Operating Officer, North America Mary Minnick Executive Vice President of The Coca-Cola Company and Chief Operating Officer, Asia Alexander R.C. Allan Executive Vice President of The Coca-Cola Company and President and Chief Operating Officer, Europe, Eurasia and Middle East Mr. Allan is a citizen of the United Kingdom. Alexander B. Cumming, Executive Vice President of Jr. The Coca-Cola Company and President and Chief Operating Officer, Africa Jose Octavio Reyes Executive Vice President of Coca-Cola de Mexico The Coca-Cola Company and President Ruben Dario 115 and Chief Operating Officer, Mexico DF 11580 Coca-Cola Latin America Mr. Reyes is a citizen of Mexico. Deval L. Patrick Executive Vice President, General Counsel and Secretary of The Coca-Cola Company Gary P. Fayard Executive Vice President and Chief Financial Officer of The Coca-Cola Company Clyde C. Tuggle Senior Vice President, Worldwide Public Affairs and Communications, of The Coca-Cola Company Daniel P. Palumbo Senior Vice President and Chief Marketing Officer of The Coca-Cola Company Mr. Palumbo is a citizen of Canada. 3 DIRECTORS OF THE COCA-COLA EXPORT CORPORATION PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS ---- -------------------- ------- Douglas N. Daft* Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company Mr. Daft is a citizen of Australia. Gary P. Fayard Executive Vice President and Chief Financial Officer of The Coca-Cola Company Deval L. Patrick* Executive Vice President, General Counsel and Secretary of The Coca-Cola Company EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION PRINCIPAL OCCUPATION NAME AND TITLE OR EMPLOYMENT ADDRESS -------------- -------------------- ------- Steven J. Heyer President and Chief Operating Executive Vice Officer of The Coca-Cola Company President Gary P. Fayard Executive Vice President and Chief Senior Vice President Financial Officer of The Coca-Cola and Chief Financial Company Officer Deval L. Patrick Executive Vice President, Executive Vice General Counsel and Secretary of President The Coca-Cola Company Mary E. Minnick Executive Vice President of Executive Vice The Coca-Cola Company and President President and Chief Operating Officer, Asia Alexander R.C. Allan Executive Vice President of Executive Vice The Coca-Cola Company and President President and Chief Operating Officer, Europe, Eurasia and Middle East Connie D. McDaniel Vice President and Controller of Vice President and The Coca-Cola Company Controller Steve M. Whaley Vice President and General Tax Vice President and Counsel of The Coca-Cola Company General Tax Counsel 4 EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION (continued) PRINCIPAL OCCUPATION NAME AND TITLE OR EMPLOYMENT ADDRESS -------------- -------------------- ------- Geoffrey J. Kelly Vice President of The Coca-Cola Vice President and Company General Counsel Sharon R. B. Case Vice President of The Coca-Cola Vice President Company Donald W. Short Vice President of The Coca-Cola Vice President Company David M. Taggart Vice President and Treasurer of Vice President and The Coca-Cola Company Treasurer DIRECTORS OF COCA-COLA INTERAMERICAN CORPORATION PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS ---- -------------------- ------- Connie D. McDaniel* Vice President and Controller of The Coca-Cola Company Steve M. Whaley* Vice President and General Tax Counsel of The Coca-Cola Company Marie Quintero Assistant Vice President of The Coca-Cola Company and Director of Mergers and Acquisitions EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION PRINCIPAL OCCUPATION NAME AND TITLE OR EMPLOYMENT ADDRESS -------------- -------------------- ------- Steven J. Heyer President and Chief Operating President Officer of The Coca-Cola Company Gary P. Fayard Executive Vice President and Chief Senior Vice President Financial Officer of The Coca-Cola and Chief Financial Company Officer Geoffrey J. Kelly Vice President of The Coca-Cola Executive Vice Company President Steve M. Whaley Vice President and General Tax Vice President and Counsel of The Coca-Cola Company General Tax Counsel 5 EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION (continued) PRINCIPAL OCCUPATION NAME AND TITLE OR EMPLOYMENT ADDRESS -------------- -------------------- ------- David M. Taggart Vice President and Treasurer of Vice President and The Coca-Cola Company Treasurer Connie D. McDaniel Vice President and Controller of Vice President and The Coca-Cola Company Controller Brian J. Smith President, Brazil Division of Vice President The Coca-Cola Company DIRECTORS OF COCA-COLA DE ARGENTINA S.A. PRINCIPAL OCCUPATION NAME AND TITLE OR EMPLOYMENT ADDRESS -------------- -------------------- ------- Martin Franzini Legal Director, South Cone Coca-Cola de Argentina S.A. Director and North Andean Regions of Paraguay 733 The Coca-Cola Company 1057 Buenos Aires Argentina Mr. Franzini is a citizen of Argentina. Gerardo Beramendi Finance Operations Manager, Coca-Cola de Argentina S.A. Alternate Director South Cone and North Andean Paraguay 733 Regions of The Coca-Cola 1057 Buenos Aires Company Argentina Mr. Beramendi is a citizen of Uruguay. Mercedes Rodriguez Assistant Counsel, South Coca-Cola de Argentina S.A. Canedo Cone Region of The Paraguay 733 Alternate Director Coca-Cola Company 1057 Buenos Aires Argentina Ms. Canedo is a citizen of Argentina. Ruben Asorey Outside counsel to The Asorey & Navarrine Alternate Director Coca-Cola Company Cerrito 1136 - 10th (1010) Mr. Asorey is a citizen Buenos Aires of Argentina. Argentina 6 EXECUTIVE OFFICERS OF COCA-COLA DE ARGENTINA S.A. PRINCIPAL OCCUPATION NAME AND TITLE OR EMPLOYMENT ADDRESS -------------- -------------------- ------- James Quincey General Manager, South Cone Coca-Cola de Argentina S.A. President Region of The Coca-Cola Paraguay 733 Company 1057 Buenos Aires Argentina Mr. Quincey is a citizen of Great Britain. Mariano Rossi Finance Director, South Coca-Cola de Argentina S.A. Vice President Cone and North Andean Paraguay 733 Regions of The Coca-Cola 1057 Buenos Aires Company Argentina Mr. Rossi is a citizen of Argentina. 7 -----END PRIVACY-ENHANCED MESSAGE-----