-----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, RJiWDxfWJkcp+vwj7nrFwFUkYNUHs8iSc0t4hxMZhIG1MD6TzBIduv1nKt8K8j6r 0pFN1M8zstqQ2xaTVjHAxQ== 0000950123-02-010169.txt : 20021104 0000950123-02-010169.hdr.sgml : 20021104 20021104122943 ACCESSION NUMBER: 0000950123-02-010169 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021104 GROUP MEMBERS: BOTTLING GROUP LLC GROUP MEMBERS: PBG GRUPO EMBOTELLADOR HISPANO MEXICANO SL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSI GEMEX SA DE CV CENTRAL INDEX KEY: 0000919461 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46036 FILM NUMBER: 02807762 BUSINESS ADDRESS: STREET 1: CALZADA DE LA VIGA 891 CITY: MEXICO STATE: O5 ZIP: DF 08800 FORMER COMPANY: FORMER CONFORMED NAME: BOTTLING GROUP OF MEXICO INC DATE OF NAME CHANGE: 19940225 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSI GEMEX SA DE CV CENTRAL INDEX KEY: 0000919461 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46036 FILM NUMBER: 02807763 BUSINESS ADDRESS: STREET 1: CALZADA DE LA VIGA 891 CITY: MEXICO STATE: O5 ZIP: DF 08800 FORMER COMPANY: FORMER CONFORMED NAME: BOTTLING GROUP OF MEXICO INC DATE OF NAME CHANGE: 19940225 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 y65130sctovtza.txt AMENDMENT #2 TO SCHEDULE TO-T AND 13E3: PEPSI UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) PEPSI-GEMEX, S.A. DE C.V. (Name of Subject Company (Issuer)) THE PEPSI BOTTLING GROUP, INC. BOTTLING GROUP, LLC PBG GRUPO EMBOTELLADOR HISPANO-MEXICANO, S.L. (Name of Filing Persons (Offerors)) Global Depositary Shares (Each representing six Ordinary Participation Certificates of the subject company) Ordinary Participation Certificates (Each representing one Series B CommonShare, one Series D Preferred Share and one Series L Limited Voting Share of the subject company) Series B Common Shares, without stated par value Series D Preferred Shares, without stated par value* Series L Limited Voting Shares, without stated par value* (Title of Class of Securities) 713435105 (Global Depositary Shares) (CUSIP Number of Class of Securities) Pamela C. McGuire, Esq. Senior Vice President, General Counsel and Secretary The Pepsi Bottling Group, Inc. One Pepsi Way Somers, New York 10589 (914) 767-6000 With a copy to: Carlos E. Martinez, Esq. Allan R. Williams, Esq. Proskauer Rose LLP 1585 Broadway New York, New York, 10036 (212) 969-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE ============================================================================== Transaction Valuation** AMOUNT OF FILING FEE $885,071,094 $81,427 ============================================================================== *The Series D Preferred Shares and the Series L Limited Voting Shares are separately registered under Section 12(b) of the Securities Exchange Act of 1934. **Represents the U.S. dollar equivalent of the aggregate cash consideration to be paid by the filing person for all outstanding Series B Common Shares, Series D Preferred Shares and Series L Limited Voting Shares of the subject company, including those represented by CPOs and GDSs, calculated using the noon buying exchange rate published by the Federal Reserve Bank of New York on October 3, 2002 of Ps.10.131 to US$1.00.. [X] Check the box if any part of the Check the appropriate boxes below fee is offset as provided by to designate any transactions to Rule 0-11(A)(2) and identify the which the statement relates: filing with which the offsetting fee [X] Third-party tender offer was previously paid. Identify the subject to Rule 14D-1. previous filing by registration [ ] Issuer tender offer subject statement number, or the form or to Rule 13E-4. schedule and the date of its filing. [X] Going-private transaction Amount previously paid: $81,427 subject to Rule 13E-3. Filing party: The Pepsi Bottling Group, Inc. [ ] Amendment to Schedule 13D Bottling Group, LLC under Rule 13D-2. PBG Grupo Embotellador [ ] Check the box if the filing Hispano-Mexicano, S.L. is a final amendment Form or registration No.: 5-46036 reporting the results of a Date filed: October 7, 2002 tender offer. [ ] Check the box if the filing relates solely to the preliminary communications made before the commencement of a tender offer.
AMENDMENT NO. 2 This amendment No. 2 amends and supplements the statement on Schedule TO filed by The Pepsi Bottling Group, Inc. ("PBG"), a Delaware corporation, Bottling Group, LLC ("BG LLC"), a Delaware limited liability company and the principal operating subsidiary of PBG and PBG Grupo Embotellador Hispano-Mexicano, S.L. ("Embotellador HM"), a Spanish limited liability company and an indirect subsidiary of BG LLC, on October 7, 2002, in connection with a tender offer in the United States (the "U.S. Offer") by PBG, through Embotellador HM, to purchase for cash all of the outstanding Global Depositary Shares (the "GDSs") of Pepsi-Gemex, S.A. de C.V. ("Gemex"), a variable stock corporation organized under the laws of Mexico, and all outstanding Series B Common Shares (the "Shares) and Ordinary Participation Certificates (the "CPOs," and collectively with the Shares and the GDSs, the "Securities") of Gemex held by persons who are not Mexican residents. Each CPO represents one Share, one Series D Preferred Share and one Series L Limited Voting Share. Each GDS represents six CPOs. Simultaneously with the U.S. Offer, Embotellador HM is offering in Mexico (the "Mexican Offer") to purchase all outstanding Shares and CPOs of Gemex, including those held by U.S. residents, on substantially the same terms as the U.S. Offer. ITEM 1 SUMMARY TERM SHEET The information set forth in Exhibit 12(a)(18) is incorporated herein by reference. ITEM 4 TERMS OF THE TRANSACTION The information set forth in Exhibit 12(a)(18) is incorporated herein by reference. ITEM 12. EXHIBITS The filing persons hereby amend this statement by adding the following exhibit: (a)(18) Press release, dated November 1, 2002, announcing the Applicable Exchange Rate and the determination not to withhold Mexican income tax* ---------------- *Filed herewith 3 SIGNATURES After due 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. PBG Grupo Embotellador Hispano-Mexicano, S.L. November 4, 2002 By: /s/ Inigo Madariaga -------------------------------------------- Name: Inigo Madariaga Title: Managing Director After due 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 Pepsi Bottling Group, Inc. November 4, 2002 By: /s/ Alfred H. Drewes ------------------------------------------- Name: Alfred H. Drewes Title: Senior Vice President & Chief Financial Officer After due 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. Bottling Group, LLC November 4, 2002 By: /s/ Alfred H. Drewes ----------------------------------------- Name: Alfred H. Drewes Title: Principal Financial Officer 4 EX-99.A.18 3 y65130exv99waw18.txt PRESS RELEASE Exhibit (a)(18) [PBG LOGO] CONTACT: Kelly McAndrew Mary Winn Settino Public Relations Investor Relations (914) 767-7690 office (914) 767-7216 FOR IMMEDIATE RELEASE --------------------- THE PEPSI BOTTLING GROUP ANNOUNCES EXCHANGE RATE IN CASH TENDER OFFERS TO ACQUIRE PEPSI-GEMEX, S.A. DE C.V. SOMERS, N.Y., NOVEMBER 1, 2002 - The Pepsi Bottling Group, Inc. (NYSE: PBG) announced today that an exchange rate of Ps.10.667 to $1.00 will apply for payment of the purchase price offered in its tender offers in the United States and in Mexico to purchase all of the outstanding capital stock of Pepsi-Gemex, S.A de C.V. (NYSE: GEM; BMV: PEPSIGX). This exchange rate is the average of the U.S. dollar to Mexican peso exchange rates reported on each of the five consecutive U.S. business days ending on November 1, 2002 by Reuters and Bloomberg on their respective FXBENCH pages as the New York closing rate. The tender offers are scheduled to expire at 5:00 p.m. (EST) on November 5, 2002. The U.S. tender offer is for all global depositary shares (GDS) at Ps 106.38 per GDS, and for all series B shares and all ordinary participation certificates (CPO) held by holders who are not resident in Mexico at Ps 5.91 per share and Ps 17.73 per CPO. The purchase price in the U.S. tender offer will be paid in cash, in U.S. dollars, at $10.4634 per GDS, $0.5813 per share and $1.7439 per CPO. The aggregate purchase price payable to each security holder will be rounded up to the nearest whole cent. The five-day average exchange rate and, accordingly, the U.S. dollar price, will be recalculated if PBG extends the tender offers. The Mexican offer is for all series B shares and CPOs at the same prices offered in the U.S. tender offer. The purchase price in the Mexican offer will be paid at the election of the holder in Mexican pesos or U.S. dollars calculated as described above. In addition, Acciones y Valores de Mexico, S.A. de C.V., or Accival, acting as Mexican Receiving Agent for the tender offers, informed PBG that it will not withhold any Mexican income taxes from security holders of Pepsi-Gemex who tender their series B shares or CPOs. Accival indicated that it has obtained from the Comision Nacional Bancaria y de Valores (CNBV) a ruling issued by the Secretaria de Hacienda y Credito Publico allowing Accival not to withhold Mexican income taxes in connection with the tender offers. The complete details of the offers are set forth in the U.S. Offer to Purchase and related documents, and the Mexican Folleto Informativo and related documents as filed with the U.S. Securities and Exchange Commission (SEC) and the CNBV of Mexico, respectively. We encourage investors and security holders of Pepsi-Gemex to read carefully the U.S. Offer to Purchase and related documents because they contain important information about the transaction. - more - 5 THE PEPSI BOTTLING GROUP ANNOUNCES EXCHANGE RATE IN CASH TENDER OFFERS TO ACQUIRE PEPSI-GEMEX, S.A. DE C.V. Investors and security holders who hold GDSs, or are not Mexican residents and hold shares or CPOs, may obtain a free copy of the U.S. Offer to Purchase and other documents filed by PBG at the SEC's website at www.sec.gov. The U.S. Offer to Purchase and these other documents, as well as the related solicitation/recommendation statement filed by Pepsi-Gemex, may also be obtained for free from Morrow & Co., Inc., the Information Agent for the U.S. offer, by calling 1-800-607-0088. Pepsi-Gemex, headquartered in Mexico City, is the largest bottler of Pepsi-Cola beverages outside the United States and owns Mexico's largest purified water company, Electropura. The Pepsi Bottling Group, Inc. (www.pbg.com) 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. This press release is for informational purposes only and shall not constitute an offer to purchase or the solicitation of an offer to sell securities of Pepsi-Gemex pursuant to the tender offers or otherwise. The solicitation of offers to sell securities of Pepsi-Gemex can only be made pursuant to the U.S. Offer to Purchase and related documents. # # # 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 30, 2001. # # # 6 -----END PRIVACY-ENHANCED MESSAGE-----