0000021344-12-000054.txt : 20121228 0000021344-12-000054.hdr.sgml : 20121228 20121228150509 ACCESSION NUMBER: 0000021344-12-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 GROUP MEMBERS: COCA-COLA CO GROUP MEMBERS: COCA-COLA DE CHILE GROUP MEMBERS: COCA-COLA EXPORT CORPORATI GROUP MEMBERS: COCA-COLA INTERAMERICAN CORPOR 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46909 FILM NUMBER: 121290502 BUSINESS ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 5623380520 MAIL ADDRESS: STREET 1: AVENIDA EL GOLF 40, PISO 4 STREET 2: LAS CONDES CITY: SANTIAGO STATE: F3 ZIP: 00000 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/A BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 404-676-2121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 SC 13D/A 1 andina13d-amendmentno12.htm SC 13D/A Andina 13D - Amendment No. 12


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
[Rule 13d-101]
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 12) *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).
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
 
 Bernhard Goepelt
 Senior Vice President, General Counsel and Chief Legal Counsel
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)
 
December 26, 2012
(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 that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), § 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

------------------------
*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).


1




SCHEDULE 13D/A

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
  (See Attachment A)
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
 69,348,241 shares of Series A Common Stock, no par value, and
 69,348,241 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
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 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)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Common Stock, no par value, 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/A

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
  (See Attachment A)
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 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
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 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)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Common Stock, no par value, 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.


3



*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D/A

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
None
  (See Attachment A)
8
SHARED VOTING POWER
  None
  (See Attachment A)
9
SOLE DISPOSITIVE POWER
None
  (See Attachment A)
10
SHARED DISPOSITIVE POWER
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
  (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)
N/A
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/A


CUSIP No. - None (1) 

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.
(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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
  (See Attachment A)
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 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
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 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)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Common Stock, no par value, outstanding
(See Attachment B)
14
TYPE OF REPORTING PERSON*
OO (limited liability company)

----------------
(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.


5



*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D/A

CUSIP No. - None (1) 

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COCA-COLA DE CHILE 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 Chile
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
  69,348,241 shares of Series A Common Stock, no par value, and
  69,348,241 shares of Series B Common Stock, no par value
  (See Attachment A)
8
SHARED VOTING POWER
  None
9
SOLE DISPOSITIVE POWER
 69,348,241 shares of Series A Common Stock, no par value, and
 69,348,241 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
   69,348,241 shares of Series A Common Stock, no par value, and
   69,348,241 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)
14.7% of the shares of Series A Common Stock, no par value, outstanding;
14.7% of the shares of Series B Stock, no par value, 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

6





ATTACHMENT A


Coca-Cola de Chile S.A. (“CC Chile”) owns directly 67,938,179 shares of Series A Common Stock, no par value (“Series A Stock”), and 67,938,179 shares of Series B Common Stock, no par value (“Series B Stock”), of Embotelladora Andina S.A. (“Andina”). Of such shares, 27,385,377 shares of Series A Stock and 27,385,377 shares of Series B Stock of Andina were owned directly by Coca-Cola Interamerican Corporation until December 26, 2012, when they were transferred to CC Chile in an intercompany transfer between wholly owned subsidiaries of The Coca-Cola Company.

Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.) (“CC Argentina”) owns directly 1,410,062 shares of Series A Stock and 1,410,062 shares of Series B Stock of Andina.

CC Chile and CC Argentina are direct subsidiaries of The Coca‑Cola Export Corporation; and The Coca-Cola Export Corporation and Coca‑Cola Interamerican Corporation are direct wholly owned subsidiaries of The Coca‑Cola Company.

 


7






ATTACHMENT B

The reporting persons have been informed by Andina that a total of 473,289,368 shares of Series A Stock and a total of 473,289,368 shares of Series B Stock were outstanding as of December 26, 2012.




 
AMENDMENT NO. 12
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934

    
This Amendment No. 12 amends and supplements the original Schedule 13D filed on September 16, 1996 by The Coca-Cola Company and certain of its subsidiaries, as amended by Amendments No. 1 through No. 11 (as further amended by this Amendment No. 12, the “Schedule 13D”).

In addition to reporting the intercompany transaction described in Item 4, this Amendment No. 12 corrects the number of shares reported as beneficially owned by the Reporting Persons (as defined below). In Amendment No. 11, filed on October 5, 2012, the number of shares of Series A Common Stock, no par value (“Series A Stock”), and Series B Common Stock, no par value (“Series B Stock”), of Embotelladora Andina S.A.
(“Andina”) owned directly by Interamerican (as defined below) and indirectly by the Reporting Persons was overstated by 3 shares each as a result of a rounding error in the calculation of the shares received by Interamerican in the merger between Andina and Embotelladoras Coca-Cola Polar S.A. described in Amendment No. 11.


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 by KO's indirect wholly owned subsidiaries Coca-Cola de Chile S.A. (“CC Chile”), a company organized under the laws of the Republic of Chile having its principal executive offices at Av. Presidente Kennedy 5757, Piso 12, Las Condes, Santiago, Chile, telephone 56 2 426 3000, and Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca‑Cola de Argentina S.A.) (“CC Argentina”), a limited liability company organized under the laws of the Republic of Argentina having its principal executive offices at Paraguay 733, 1057, Buenos Aires, Argentina, telephone 541‑319‑2000 (CC Argentina, CC Chile, Export, Interamerican and KO are herein collectively referred to as the “Reporting Persons”).

KO is the world's largest beverage company. KO owns or licenses and markets more than 500 nonalcoholic beverage brands, primarily sparkling beverages, but also a variety of still beverages such as waters, enhanced waters, juices and juice drinks, ready-to-drink teas and coffees, and energy and sports drinks. KO owns and markets four of the world's top five nonalcoholic sparkling beverage brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing KO's trademarks, sold in the United States since 1886, are now sold in more than 200 countries.

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

8



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.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended and supplemented by adding the following:

On December 26, 2012, CC Chile acquired 27,385,377 shares of Series A Stock and 27,385,377 shares of Series B Stock of Andina from Interamerican in an intercompany transfer between wholly owned subsidiaries of KO.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented by adding to the information previously filed under this Item the following:

On December 26, 2012, Interamerican transferred 27,385,377 shares of Series A Stock and 27,385,377 shares of Series B Stock of Andina to CC Chile. The purpose of the transaction was to streamline the structure of KO's shareholding in Andina.

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 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated as follows:

CC Chile owns directly 67,938,179 shares of Series A Stock and 67,938,179 shares of Series B Stock of Andina; and CC Argentina owns directly 1,410,062 shares of Series A Stock and 1,410,062 shares of Series B Stock of Andina. CC Chile and CC Argentina are direct subsidiaries of Export, which in turn is a direct subsidiary of KO. Thus, KO, Export, CC Chile and CC Argentina collectively beneficially own and have sole voting and dispositive power over an aggregate of 69,348,241 shares of Series A Stock and 69,348,241 shares of Series B Stock, representing 14.7% of the outstanding Series A Stock and 14.7% of the outstanding Series B Stock of Andina, respectively. (See also Attachment A.)


9



Interamerican ceased to be the beneficial owner of any shares of Series A Stock or Series B Stock on December 26, 2012, when such shares were transferred to CC Chile in an intercompany transaction between KO wholly owned subsidiaries. Accordingly, Interamerican is no longer a Reporting Person for purposes of the Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended and supplemented by adding to the information previously filed under this Item the following:


As previously reported in Amendment No. 10 and Amendment No. 11, Interamerican, CC Chile and CC Argentina (the “KO Shareholders”); Freire and Los Aromos Limitada (the “Majority Shareholders”); and the following individuals who are beneficial owners of the Majority Shareholders: José Said Saffie, José Antonio Garcés Silva (senior), Gonzalo Said Handal, Alberto Hurtado Fuenzalida, Patricia Claro Marchant, María Soledad Chadwick Claro, Eduardo Chadwick Claro, María Carolina Chadwick Claro and María de la Luz Chadwick Hurtado (such individuals are collectively referred to as the “Majority Shareholders Partners”), entered into an Amended and Restated Shareholders' Agreement dated as of June 25, 2012, amended as of August 31, 2012 (the “Restated Shareholders' Agreement”) providing, among other things, for certain restrictions on the transfer, rights of first refusal, rights of first offer, put rights and preemptive rights with respect to shares of Andina capital stock and for certain corporate governance matters. Certain of the terms of the Restated Shareholders' Agreement are described in Amendment No. 10.

As previously reported in Amendment No. 11, pursuant to letters dated October 1, 2012, the following corporations spun-off from Freire One: Inversiones Freire Alfa S.A., Inversiones Freire Beta S.A., Inversiones Freire Gamma S.A. and Inversiones Freire Delta S.A., and the following corporations spun-off from Freire Two: Inversiones Freire Dos Alfa S.A., Inversiones Freire, Dos Beta S.A., Inversiones Freire Dos Gamma S.A. and Inversiones Freire Dos Delta S.A., became members of the Freire Group under the Restated Shareholders' Agreement.

In addition, on December 26, 2012, Interamerican and CC Chile gave notice to the rest of the parties to the Restated Shareholders' Agreement that on that same date Interamerican transferred to CC Chile all of its shares subject to the Restated Shareholders' Agreement pursuant to a permitted transfer under the Restated Shareholders' Agreement.


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 NO.
DESCRIPTION
 
 
Exhibit 99.1
Directors and Executive Officers of the Reporting Persons
 
 





10




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.

Date: December 28, 2012
THE COCA-COLA COMPANY



By:   /s/ Bernhard Goepelt_______________________
Name:Bernhard Goepelt
Title:Senior Vice President, General Counsel
 and Chief Legal Counsel:
Date: December 28, 2012
THE COCA-COLA EXPORT CORPORATION



By:  /s/ Bernhard Goepelt_______________________
Name: Bernhard Goepelt
Title: Vice President and General Counsel
Date: December 28, 2012
COCA-COLA INTERAMERICAN CORPORATION



By: _/s/ William D. Hawkins III__________________
Name: William D. Hawkins III
Title:Vice President and General Counsel
Date: December 28, 2012
COCA-COLA DE CHILE S.A.



By:   /s/ Francisco Crespo________________________
Name: Francisco Crespo
Title: Director
Date: December 28, 2012
SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.



By:   /s/ Francisco Crespo________________________
Name: Francisco Crespo
Title: Manager
 
 
 




11




    
EXHIBIT INDEX


EXHIBIT NO.
DESCRIPTION
 
 
Exhibit 99.1
Directors and Executive Officers of the Reporting Persons




12
EX-99.1 2 exhibit991-directorsandexe.htm EXHIBIT Exhibit 99.1 - Directors and Executive Officers



 
EXHIBIT 99.1


DIRECTORS AND EXECUTIVE OFFICERS AND/OR MANAGERS OF REPORTING PERSONS

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 and Coca-Cola Interamerican Corporation; and the directors and/or managers of Coca-Cola de Chile S.A. and Servicios y Productos Para Bebidas Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.). Except as indicated below, each such person is a citizen of the United States. None of the directors, executive officers and managers 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 director, executive officer and manager named below is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Muhtar Kent*
Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
 
Herbert A. Allen
President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022
Ronald W. Allen
Chairman of the Board, President and Chief Executive Officer of Aaron's Inc.
Aaron's, Inc.
309 East Paces Ferry Road
Suite 1100
Atlanta, GA 30305
Howard G. Buffett
President of Buffett Farms and President of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on agriculture, nutrition, water and conservation
Howard G. Buffett Foundation
145 North Merchant Street
Decatur, IL 62523
Richard M. Daley
Managing Principal of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment
Tur Partners LLC
900 N. Michigan Avenue
Suite 1720
Chicago, IL 60611
Barry Diller
Chairman of the Board and Senior Executive of IAC/InterActiveCorp, an interactive commerce company
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
Evan G. Greenberg
Chairman, President and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance organization
ACE Group
1133 Avenue of the Americas
45th Floor
New York, NY 10036
Alexis M. Herman
Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company
New Ventures, LLC
633 Pennsylvania Avenue, NW
3rd Floor
Washington, D.C. 20004


1



DIRECTORS OF THE COCA-COLA COMPANY - cont'd
NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Donald R. Keough
Non-executive Chairman of the Board of Allen & Company Incorporated, a privately held investment firm, and non-executive Chairman of the Board of Allen & Company LLC, an investment banking firm
DMK International
200 Galleria Parkway
Suite 970
Atlanta, GA 30339
Robert A Kotick
President, Chief Executive Officer and a Director of Activision Blizzard, Inc., an interactive entertainment software company
Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Maria Elena Lagomasino
Former Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc.
The Cap Ferrat
6597 Nicholas Blvd., #1801
Pelican Bay
Naples, FL 34108
Donald F. McHenry
Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University
Walsh School of Foreign Service
Georgetown University
ICC 301
Washington, D.C. 20057
Sam Nunn
Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical warfare
Sam Nunn School of International Affairs
Georgia Institute of Technology
781 Marietta Street, N.W.
Atlanta, GA 30318
James D. Robinson III
Co-Founder and General Partner of RRE Ventures, LLC, a private information technology-focused venture capital firm, and President, JD Robinson, Inc., a strategic advisory firm
RRE Ventures, LLC
130 East 59th Street, 17th Floor
New York, NY 10022
Peter V. Ueberroth
Investor and Chairman of the Contrarian Group, Inc. a business management company
The Contrarian Group, Inc.
5 San Joaquin Plaza
Suite 330
Newport Beach, CA 92660
Jacob Wallenberg
Chairman of the Board of Investor AB, a Swedish industrial holding company
Mr. Wallenberg is a citizen of Sweden.
Investor AB
SE-103 32 Stockholm
SWEDEN
James B. Williams
Former Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company.
SunTrust Banks, Inc.
P.O. Box 4418
Mail Code: GA-ATL-0645
Atlanta, GA 30302







2



EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Harry L. Anderson
Senior Vice President, Global Business and Technology Services of The Coca-Cola Company
 
Ahmet C. Bozer
President of the Eurasia and Africa Group of The Coca-Cola Company
Mr. Bozer is a citizen of the United States.
Fahrettin Kerim Gokay Cad.
Istanbul
34662
TURKEY
Steven A. Cahillane
President and Chief Executive Officer of Coca-Cola Refreshments USA., Inc., a wholly-owned subsidiary of The Coca-Cola Company
 
Alexander B. Cummings
Executive Vice President and Chief Administrative Officer of The Coca-Cola Company
 
J. Alexander M. Douglas, Jr.
President of the North America Group of The Coca-Cola Company
 
Ceree Eberly
Senior Vice President and Chief People Officer of The Coca-Cola Company
 
Gary P. Fayard
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
 
Irial Finan
Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain
Mr. Finan is a citizen of Ireland.
 
Bernhard Goepelt
Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company
Mr. Goepelt is a citizen of Germany.
 
Glenn G. Jordan S.
President of the Pacific Group of The Coca-Cola Company
Mr. Jordan is a citizen of Colombia.
 
Muhtar Kent
Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
 











3




EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY - cont'd
NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Dominique Reiniche
President of the Europe Group of The Coca-Cola Company
Ms. Reiniche is a citizen of France.
27 rue Camille Desmoulins
Issy-les-Moulineaux
92130
FRANCE
Jose Octavio Reyes
President of the Latin America Group of The Coca-Cola Company
Mr. Reyes is a citizen of Mexico.
Ruben Dario No. 115
Mexico DF
11580
MEXICO
Joseph V. Tripodi
Executive Vice President and Chief Marketing and Commercial Officer of The Coca-Cola Company
 
Clyde C. Tuggle
Senior Vice President and Global Public Affairs and Communications Officer of The Coca-Cola Company
 
Guy Wollaert
Senior Vice President and Chief Technical Officer of The Coca-Cola Company
Mr. Wollaert is a citizen of Belgium.
 


4





DIRECTORS OF THE COCA-COLA EXPORT CORPORATION

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
William D. Hawkins III*
Vice President and General Tax Counsel of The Coca-Cola Company
 
Marie D. Quintero-Johnson
Vice President and Director, Mergers and Acquisitions, The Coca-Cola Company
 
Kathy N. Waller*
Vice President and Controller of The Coca-Cola Company
 




EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION

NAME AND POSITION WITH TCCEC
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Muhtar Kent
President and Chief Executive Officer
Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
 
Gary P. Fayard
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
 
Kathy N. Waller
Vice President and Controller
Vice President and Controller of The Coca-Cola Company
 
Bernhard Goepelt
Vice President and General Counsel
Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company
Mr. Goepelt is a citizen of Germany.
 
William D. Hawkins III
Vice President and General Tax Counsel
Vice President and General Tax Counsel of The Coca-Cola Company
 
Christopher P. Nolan
Vice President and Treasurer
Vice President and Treasurer of The Coca-Cola Company
 



5




DIRECTORS OF COCA-COLA INTERAMERICAN CORPORATION

NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
William D. Hawkins III*
Vice President and General Tax Counsel of The Coca-Cola Company
 
Marie D. Quintero-Johnson
Vice President and Director, Mergers and Acquisitions, The Coca-Cola Company
 
Kathy N. Waller*
Vice President and Controller of The Coca-Cola Company
 




EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION

NAME AND POSITION WITH CCIC
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Gary P. Fayard
President, Chief Executive Officer and Chief Financial Officer
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
 
Brian J. Smith
Vice President
President, Mexico Business Unit of The Coca-Cola Company
Mr. Smith is a citizen of the United States.
Ruben Dario No. 115
Mexico D.F.
11580
MEXICO
Kathy N. Waller
Vice President and Controller
Vice President and Controller of The Coca-Cola Company
 
William D. Hawkins III
Vice President and General Tax Counsel
Vice President and General Tax Counsel of The Coca-Cola Company
 
Christopher P. Nolan
Vice President and Treasurer
Vice President and Treasurer of The Coca-Cola Company
 
Rodrigo Winter Caracas
Vice President and General Counsel
General Counsel, Latin America Group of The Coca-Cola Company
Mr. Caracas is a citizen of Brazil.
Ruben Dario No. 115
Mexico D.F.
11580
MEXICO



6




DIRECTORS OF COCA-COLA DE CHILE S.A.
NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Francisco Crespo*
President South Latin Business Unit of The Coca-Cola Company
Mr. Crespo is a citizen of the United States.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Jorge Garduno
General Manager , Chile
The Coca-Cola Company
Mr. Garduno is a citizen of Mexico.
Chile Region Office
Avda. Kennedy 5757 - Piso 12
Santiago de Chile
CHILE
Alfredo Canales Davila
Finance Operations Manager
The Coca-Cola Company
Mr. Canales is a citizen of Mexico.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA



7




MANAGERS OF SERVICIOS y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.
NAME
PRINCIPAL OCCUPATION
OR EMPLOYMENT
ADDRESS
Martin Ignacio Raul Franzini
Manager
Legal Vice President, South Latin Business Unit of The Coca-Cola Company
Mr. Franzini is a citizen of Argentina.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Gerardo Beramendi Rosconi
Manager
Vice President, Finance, South Latin Business Unit of The Coca-Cola Company
Mr. Beramendi is a citizen of Uruguay.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Francisco Crespo
Manager
President, South Latin Business Unit of The Coca-Cola Company
Mr. Crespo is a citizen of the United States.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Dino Troni
Manager
General Manager, Argentina FU of The Coca-Cola Company
Mr. Troni is a citizen of Chile.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Jorge Murillo
Manager
Regional Controller, Latin America Group-RFC, Brazil and South Latin Business Units of The Coca-Cola Company
Mr. Murillo is a citizen of Costa Rica.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Eugenio Bedolla
Manager
Finance Manager, Latin America Group, South Latin Business Unit of The Coca-Cola Company

Mr. Bedolla is a citizen of Mexico_.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Mercedes Rodriguez Canedo
Alternate Manager
Trademark Counsel, Latin America, The Coca-Cola Company
Mrs. Rodriguez Canedo is a citizen of Argentina.
Paraguay 733
Buenos Aires
C1057AAI
ARGENTINA
Ruben Asorey
Alternate Manager
Outside counsel to The Coca-Cola Company
Mr. Asorey is a citizen of Argentina.
Asorey & Navarrine
Cerrito 1136 - Piso 10
Buenos Aires
C1010AAX
ARGENTINA
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