UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PEPSI-GEMEX, S.A. DE C.V.
(Name of Subject Company)
THE PEPSI BOTTLING GROUP, INC.
(Name of Filing Person- Offeror)
Global Depositary Shares
Ordinary Participation Certificates
Series B Common Shares, without par value
Series L Limited Voting Shares, without par value
Series D Preferred Shares, without par value
(Title of Class of Securities)
713435105 (Global Depositary Shares)
(CUSIP Number of Class of Securities)
John T. Cahill
Chief Executive Officer
The Pepsi Bottling Group, Inc.
One Pepsi Way
Somers, New York 10589
(914) 767-6000
Copy to:
Pamela C. McGuire
Senior Vice President, General Counsel and Secretary
The Pepsi Bottling Group, Inc.
One Pepsi Way
Somers, New York 10589
(914) 767-6000
(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
N/A N/A
- --------------------------------------------------------------------------------
* To be provided upon filing of Schedule TO on the commencement of the
tender offer, as set forth in Instruction D to Schedule TO.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(A)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount previously paid:
Filing party:
Form or registration No.:
Date Filed:
[X] Check the box if the filing relates solely to the preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] Third-party tender offer subject to Rule 14D-1.
[ ] Issuer tender offer subject to Rule 13E-4.
[X] Going-private transaction subject to Rule 13E-3.
[ ] Amendment to Schedule 13D under Rule 13D-2.
[ ] Check the box if the filing is a final amendment reporting the results of
a tender offer.
ITEM 12. EXHIBITS
Exhibit 99.1 Press release dated August 13, 2002.
Exhibit 99.1
[LOGO] PBG NEWS RELEASE
Contact: Kelly McAndrew Mary Winn Settino
Public Relations Investor Relations
(914) 767-7690 (914) 767-7216
FOR IMMEDIATE RELEASE
THE PEPSI BOTTLING GROUP ANNOUNCES AGREEMENT ON ENTERPRISE VALUE OF PEPSI-GEMEX
SOMERS, N.Y., August 13, 2002 - The Pepsi Bottling Group, Inc. (NYSE: PBG)
announced today that it has reached agreement with the principal shareholders of
Pepsi-Gemex, S.A. de C.V. (NYSE: GEM; BMV: PEPSIGX) on the enterprise value of
Pepsi-Gemex. PBG announced on May 7, 2002 the possible acquisition of all of the
outstanding shares of the company through tender offers in the U.S. and Mexico.
After PBG's completion of its due diligence and in view of current market
and business conditions in Mexico, the parties have agreed to an enterprise
value for Pepsi-Gemex of 11.612 billion Mexican pesos. In addition, PepsiCo has
elected to make a payment to PBG of 172.7 million Mexican pesos in connection
with the transaction. The final tender offer price per share of Pepsi-Gemex will
be based on the sum of this payment from PepsiCo and the enterprise value, minus
the amount of consolidated net debt of the company in place immediately prior to
the commencement of the tender offers. In addition to customary conditions, the
completion of the tender offers will be contingent upon Pepsi-Gemex having
certain levels of consolidated net working capital, as adjusted and agreed to by
the parties.
Cash tender offers are expected to be launched in the United States and
Mexico by mid to late September subject to the approval by the U.S. Securities
and Exchange Commission, the Comision Nacional Bancaria y de Valores of Mexico
and PBG's Board of Directors. It is anticipated that immediately prior to the
commencement of the tender offers, the principal shareholders of Pepsi-Gemex
each will sign agreements to participate in the tender offers at the same price
per share for all participants. The principal shareholders of Pepsi-Gemex are
Enrique C. Molina and PepsiCo, Inc., which hold 43 and 34 percent respectively
of the outstanding shares.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. Any tender offer will be made through an offer to
purchase and related letter of transmittal. Shareholders of Pepsi-Gemex should
read these documents if and when they become available because they will contain
important information. If a tender offer is made, shareholders will be able to
obtain copies of the tender offer statement and other documents filed with the
U.S. Securities and Exchange Commission for free from The Pepsi Bottling Group,
Inc., as well as from the Commission's website (www.sec.gov), after they have
been filed.
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.
# # #
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.