0001104659-14-027822.txt : 20140415 0001104659-14-027822.hdr.sgml : 20140415 20140415163427 ACCESSION NUMBER: 0001104659-14-027822 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140415 DATE AS OF CHANGE: 20140415 GROUP MEMBERS: BILL & MELINDA GATES FOUNDATION TRUST GROUP MEMBERS: MELINDA FRENCH GATES GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA FEMSA SAB DE CV CENTRAL INDEX KEY: 0000910631 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: 005-52421 FILM NUMBER: 14765340 BUSINESS ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 BUSINESS PHONE: 5255335300 MAIL ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 FORMER COMPANY: FORMER CONFORMED NAME: COCA COLA FEMSA SA DE CV DATE OF NAME CHANGE: 19930814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 a14-10586_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

WASHINGTON, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

Coca-Cola FEMSA, S.A.B. de C.V.

(Name of Issuer)

 

Series L Shares, without par value

(Title of Class of Securities)

 

191241108(1)

(CUSIP Number)

 

Mike Rodden, Esq.

Rumei Mistry, Esq.

2365 Carillon Point

Kirkland, WA  98033

(425) 889-7900

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

April 11, 2014

(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 o.

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)CUSIP Number is for the American Depositary Shares (ADSs) representing the Series L Shares only.  Each ADS represents 10 Series L Shares, without par value.

 



 

CUSIP No. 191241108

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Cascade Investment, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
State of Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
25,793,660(1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
25,793,660 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,793,660 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.2%(2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1) This number includes Series L Shares of Coca-Cola FEMSA, S.A.B. de C.V. (the “Issuer”) held directly and through American Depositary Shares (“ADSs”), each representing 10 Series L Shares. All Series L Shares held by Cascade Investment, L.L.C. (“Cascade”) directly and through ADSs may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

(2) Based on 497,298,032 of the Issuer’s Series L Shares outstanding on December 31, 2013 as reported in the Issuer’s Form 20-F filed on April 11, 2014.

 

2



 

CUSIP No. 191241108

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Bill & Melinda Gates Foundation Trust

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
State of Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
62,288,040(1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
62,288,040(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
62,288,040( 1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.5%(2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1) This number includes Series L Shares of Coca-Cola FEMSA, S.A.B. de C.V. (the “Issuer”) held directly and through American Depositary Shares (“ADSs”), each representing 10 Series L Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Series L Shares held by Bill & Melinda Gates Foundation Trust (the “Trust”) directly and through ADSs may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 

(2) Based on 497,298,032 of the Issuer’s Series L Shares outstanding on December 31, 2013 as reported in the Issuer’s Form 20-F filed on April 11, 2014.

 

3



 

CUSIP No. 191241108

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Melinda French Gates

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
62,288,040(1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
62,288,040(1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
62,288,040(1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.5%(2)

 

 

14

Type of Reporting Person (See Instructions)
IN

 


(1) This number includes Series L Shares of Coca-Cola FEMSA, S.A.B. de C.V. (the “Issuer”) held directly and through American Depositary Shares (“ADSs”), each representing 10 Series L Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Series L Shares held by Bill & Melinda Gates Foundation Trust (the “Trust”) directly and through ADSs may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 

(2) Based on 497,298,032 of the Issuer’s Series L Shares outstanding on December 31, 2013 as reported in the Issuer’s Form 20-F filed on April 11, 2014.

 

4



 

CUSIP No. 191241108

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
25,793,660(1)

 

8

Shared Voting Power
62,288,040(2)

 

9

Sole Dispositive Power
25,793,660 (1)

 

10

Shared Dispositive Power
62,288,040(2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
88,081,700(1)(2)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.7%(3)

 

 

14

Type of Reporting Person (See Instructions)
IN

 


(1) This number includes Series L Shares of Coca-Cola FEMSA, S.A.B. de C.V. (the “Issuer”) held directly and through American Depositary Shares (“ADSs”), each representing 10 Series L Shares. All Series L Shares held by Cascade Investment, L.L.C. (“Cascade”) directly and through ADSs may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

(2) This number includes Series L Shares held directly and through American Depositary Shares (“ADSs”), each representing 10 Series L Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Series L Shares held by Bill & Melinda Gates Foundation Trust (the “Trust”) directly and through ADSs may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 

(3) Based on 497,298,032 of the Issuer’s Series L Shares outstanding on December 31, 2013 as reported in the Issuer’s Form 20-F filed on April 11, 2014.

 

5



 

EXPLANATORY NOTE

 

This Amendment No. 14 to Schedule 13D (“Amendment”) amends and supplements the Schedule 13D previously filed jointly by Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (together with Cascade and the Trust, the “Reporting Persons”) with the Securities and Exchange Commission on August 1, 2008, as amended on January 15, 2010, January 29, 2010, February 10, 2010, March 10, 2010, May 7, 2010, May 21, 2010, March 8, 2011, March 14, 2011, March 21, 2011, April 1, 2011, October 11, 2011,  December 14, 2011, and May 30, 2012, relating to the Series L Shares, without par value (“Series L Shares”) of Coca-Cola FEMSA, S.A.B. de C.V. (the “Issuer”).  Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Cascade purchased American Depositary Shares (“ADSs”) and Series L Shares with its working capital in the amount set forth in Exhibit 99.1 attached hereto.

 

Item 5.

Interest in Securities of the Issuer

 

(a)     See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Series L Shares beneficially owned by each of the Reporting Persons.

 

(b)     See items 7 through 10 of the cover pages to this Schedule 13D for the number and percentage of Series L Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

 

(c)     None.

 

(d)     None.

 

(e)     Not applicable.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 99.1          Transactions by Cascade

 

6



 

SIGNATURE

 

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:  April 15, 2014

CASCADE INVESTMENT, L.L.C.(1)

 

 

 

By:

*

 

 

Name:

Alan Heuberger(2)

 

 

Title:

Attorney-in-fact for Michael Larson,

 

 

 

Business Manager

 

 

 

BILL & MELINDA GATES FOUNDATION TRUST(1)

 

 

 

By:

*

 

 

Name:

Alan Heuberger(3)

 

 

Title:

Attorney-in-fact for each of the Co- Trustees, William H. Gates III and Melinda French Gates

 

 

 

 

WILLIAM H. GATES III(1)

 

 

 

 

By:

*

 

 

Name:

Alan Heuberger(3)(4)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

MELINDA FRENCH GATES(1)

 

 

 

 

By:

*

 

 

Name:

Alan Heuberger(3)

 

 

Title:

Attorney-in-fact

 

 

*By:

/s/Alan Heuberger

 

 

Alan Heuberger

 


(1) This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated July 30, 2008 and included with the signature page to the Reporting Persons’ Schedule 13D with respect to the Issuer filed on August 1, 2008, SEC File No. 005-52421 and incorporated by reference herein.

 

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 9 to Cascade’s Schedule 13D with respect to Western Asset/Claymore Inflation-Linked Opportunities & Income Fund on December 11, 2013, SEC File No. 005-81261, and incorporated by reference herein.

 

(3) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 6, 2009, SEC File No. 005-60431 and incorporated by reference herein.

 

(4) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 

7


EX-99.1 2 a14-10586_1ex99d1.htm EX-99.1

Exhibit 99.1

 

The table below specifies the date, amount and weighted average price per ADS and/or Series L Share purchased by Cascade Investment, L.L.C. (“Cascade”) during the time specified.  Cascade undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of ADSs and Series L Shares purchased at each separate price.  All transactions were effected in the open market on the New York Stock Exchange, the Mexican Stock Exchange or through Electronic Communication Networks.

 

Date of Purchase

 

Number of ADSs/Series
L Shares Purchased

 

Weighted Average Price
Paid Per ADS/Series L
Share (US $)

 

Range of Price Paid
(US $)

 

3/28/2014

 

1,500

 

103.5623

 

103.3375 - 104.3300

 

3/28/2014

 

12,600

 

104.7527

 

104.3400 - 105.0000

 

3/27/2014

 

4,600

 

102.2280

 

101.8400 - 102.7300