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