SEC Info - Pepsi Bottling Group Inc, et al. - ‘SC TO-T’ on 10/7/02 re: Pepsi Gemex SA de CV, et al.

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Pepsi Bottling Group Inc, et al. – ‘SC TO-T’ on 10/7/02 re: Pepsi Gemex SA de CV, et al.

On: Monday, 10/7/02, at 12:00pm ET · Accession #: 950123-2-9455 · File #s: 5-46036 (SC 13E3), 5-46036

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/07/02  Pepsi Bottling Group Inc          SC TO-T               18:1.0M Pepsi Gemex SA de CV              RR Donnelley/FA
          Bottling Group LLC                                              Pepsi Gemex SA de CV
          PBG Grupo Embotellador Hispano-Mexicano, SL

Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T     Tender Offer Statement                                 6     41K 
 2: EX-99.A.1   U.S. Offer to Purchase                                88    455K 
11: EX-99.A.10  Press Release                                          2     14K 
12: EX-99.A.17  Summary of the Mexican Offer to Purchase               1      8K 
 3: EX-99.A.2   Form of Gds Letter of Transmittal                     13     68K 
 4: EX-99.A.3   Form of Broker Dealer Letter                           3     21K 
 5: EX-99.A.4   Form of Client Letter                                  4     19K 
 6: EX-99.A.5   Notice of Guaranteed Delivery                          3     19K 
 7: EX-99.A.6   W-9 Guidelines                                         4±    18K 
 8: EX-99.A.7   Summary Advertisement                                  6     36K 
 9: EX-99.A.8   Audited Consolidated Financial Statements             53    296K 
10: EX-99.A.9   Gemex 6-K                                             12     36K 
13: EX-99.B.1   Senior Credit Agreement                               75    277K 
14: EX-99.C.1   Salomon Smith Barney Inc. Fairness Opinion             3     16K 
15: EX-99.C.2   Presentation to the Board of Directors              HTML     34K 
16: EX-99.D.1   Agreement to Tender                                   21     70K 
17: EX-99.D.2   Agreement to Tender                                   35    111K 
18: EX-99.D.3   Escrow Agreement                                       9     36K

SC TO-T — Tender Offer Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Exhibits Financial Statements Identity and Background of Filing Person Information Required by Schedule 13E-3 Interest in Securities of the Subject Company Past Contacts, Transactions, Negotiations and Agreements Person/Assets, Retained, Employed, Compensated or Used Purposes of the Transaction and Plans or Proposals Source and Amount of Funds or Other Consideration Subject Company Information Summary Term Sheet Terms of the Transaction
1	1st Page - Filing Submission
2	Item 1. Summary Term Sheet
"	Item 2. Subject Company Information
"	Item 3. Identity and Background of Filing Person
"	Item 4. Terms of the Transaction
"	Item 5. Past Contacts, Transactions, Negotiations and Agreements
3	Item 6. Purposes of the Transaction and Plans or Proposals
"	Item 7. Source and Amount of Funds or Other Consideration
"	Item 8. Interest in Securities of the Subject Company
"	Item 9. Person/Assets, Retained, Employed, Compensated or Used
"	Item 10. Financial Statements
"	Item 11. Additional Information
"	Item 12. Exhibits
4	Item 13. Information Required by Schedule 13E-3

SC TO-T 1st Page of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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 (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 Common Share, 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 

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
               TRANSACTION VALUATION*                                 AMOUNT OF FILING FEE                 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                    $885,071,094                                             $81,427                       
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------

* Represents the U.S. dollar equivalent of the aggregate cash consideration in  
Mexican pesos 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.                        
* 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.                                                                       

[ ] 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: ---------------------------                         
[ ] 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:                                                              
[X] 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.                                                           

SC TO-T 2nd Page of 6 TOC 1st Previous Next ↓Bottom Just 2nd
  This Schedule TO is being filed in connection with a tender offer in the
United States (the "U.S. Offer") by The Pepsi Bottling Group, Inc., a Delaware  
corporation ("PBG"), through PBG Grupo Embotellador Hispano-Mexicano, S.L.      
("Embotellador HM"), a Spanish limited liability company and an indirect        
subsidiary of Bottling Group, LLC ("BG LLC"), a Delaware limited liability      
company and the principal operating subsidiary of PBG, 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 the U.S. Offer to Purchase, dated October 7,
2002, which is attached as Exhibit 12(a)(1) to this Schedule TO, under the      
caption "Summary Term Sheet" is incorporated herein by reference.               

ITEM 2.  SUBJECT COMPANY INFORMATION                                            

   The information set forth in the U.S. Offer to Purchase under the caption
"Information Regarding Gemex" is incorporated herein by reference.              

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON                               

   The information set forth in the U.S. Offer to Purchase under the caption
"Information Regarding PBG and Embotellador HM" is incorporated herein by       
reference.                                                                      

  The information set forth in Annex I to the U.S. Offer to Purchase under
the caption "Information Concerning Directors and Executive Officers of         
Embotellador HM, BG LLC, PBG and PepsiCo" is incorporated herein by reference.  

 Neither PBG, BG LLC, Embotellador HM or PepsiCo, Inc., a North Carolina
corporation, nor any of their respective directors and executive officers (i)   
was convicted in a criminal proceeding during the past five years (excluding    
traffic violations or similar misdemeanors), and (ii) was a party to any        
judicial or administrative proceeding during the past five years (except for    
matters that were dismissed without sanction or settlement) that resulted in a  
judgment, decree or final order enjoining the person from future violations of, 
or prohibiting activities subject to, federal or state securities laws, or a    
finding of any violation of federal or state securities laws.                   

ITEM 4.  TERMS OF THE TRANSACTION                                               

   The information set forth in the U.S. Offer to Purchase under the caption
"The U.S. Offer" is incorporated herein by reference.                           

(a)(1)(ix), (x) and (xi) Not applicable.                    

(a)(2) Not applicable.                                      

(f) Not applicable                                          

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS               

   The information set forth in the U.S. Offer to Purchase under the caption
"Past Contacts, Transactions, Negotiations and Agreements" is incorporated      
herein by reference.                                                            

 2

SC TO-T 3rd Page of 6 TOC 1st Previous Next ↓Bottom Just 3rd
ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS                     

    The information set forth in the U.S. Offer to Purchase under the captions
"Special Factors -- Background to the Offers" and "The U.S. Offer -- Our plans  
for Gemex; transactions and operations following the U.S. Offer" is incorporated
herein by reference.                                                            

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

    The information set forth in the U.S. Offer to Purchase under the captions
"The U.S. Offer -- Sources of funds" and "Information Agent, Receiving Agents,  
U.S. Dealer Manager and other expenses" is incorporated herein by reference.    

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY                          

    The information set forth in the U.S. Offer to Purchase under the captions
"Past Contacts, Transactions, Negotiations and Agreements," "Information        
Regarding Gemex" and "Special Factors -- Background to the Offers" is           
incorporated herein by reference.                                               

ITEM 9.  PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED                 

   The information set forth in the U.S. Offer to Purchase under the caption
"The U.S. Offer -- Information Agent, Receiving Agents, Dealer Manager and other
expenses" is incorporated herein by reference.                                  

ITEM 10.  FINANCIAL STATEMENTS                                                  

   The information set forth in the U.S. Offer to Purchase under the caption
"Information Regarding Gemex -- Selected financial data of Gemex" is            
incorporated herein by reference. In addition, the Audited Consolidated         
Financial Statements of Gemex at December 31, 2000 and 2001, and for each of the
three years in the period ended December 31, 2001, attached hereto as Exhibit   
12(a)(8), are incorporated herein by reference. Finally, Gemex's report on Form 
6-K filed with the SEC on July 26, 2002, attached hereto as Exhibit 12(a)(9),   
which includes financial information and a press release regarding financial    
results of Gemex during the period ended June 30, 2002, is incorporated herein  
by reference.                                                                   

ITEM 11.  ADDITIONAL INFORMATION                                                

    The information set forth in the U.S. Offer to Purchase under the captions
"The U.S. Offer -- Certain legal matters; regulatory approvals," The U.S.       
Offer -- Certain conditions to the U.S. Offer," "Past Contacts, Transactions,   
Negotiations and Agreements" and "Exemptions Requested From the Securities and  
Exchange Commission" is incorporated herein by reference.                       

(a)(1) and (3) through (5) and (b) None                     

ITEM 12.  EXHIBITS                                                              

                                                                [Download Table]
                                                                    
(a)(1)   U.S. Offer to Purchase, dated October 7, 2002              
(a)(2)   Form of GDS Letter of Transmittal                          
(a)(3)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust
         Companies and other Nominees                               
(a)(4)   Form of Letter to Clients                                  
(a)(5)   Notice of Guaranteed Delivery                              
(a)(6)   Guidelines for certification of Taxpayer Identification    
         Number on substitute Form W-9                              
(a)(7)   Summary Advertisement, dated October 7, 2002, published in 
         The Wall Street Journal                                    
(a)(8)   Audited Consolidated Financial Statements of Gemex at      
         December 31, 2000 and 2001, and for each of the three years
         in the period ended December 31, 2001                      
(a)(9)   Gemex's Report on Form 6-K filed with the SEC on July 26,  
         2002                                                       

 3

SC TO-T 4th Page of 6 TOC 1st Previous Next ↓Bottom Just 4th
                                                                [Download Table]
                                                                     
(a)(10)  Press release, dated October 7, 2002, announcing the        
         commencement of the offers                                  
(a)(11)  Press release, dated May 7, 2002 (incorporated by reference 
         to PBG's Schedule TO-C filed with the SEC on May 7, 2002)   
(a)(12)  Notice to employees, dated May 7, 2002 (incorporated by     
         reference to PBG's Schedule TO-C filed with the SEC on May  
         7, 2002)                                                    
(a)(13)  Non-binding Term Sheet (incorporated by reference to PBG's  
         Schedule TO-C filed with the SEC on May 7, 2002)            
(a)(14)  Press release, dated August 13, 2002 (incorporated by       
         reference to PBG's Schedule TO-C filed with the SEC on      
         August 14, 2002)                                            
(a)(15)  Third quarter conference call script (incorporated by       
         reference to PBG's Schedule TO-C filed with the SEC on      
         October 1, 2002)                                            
(a)(16)  Third quarter conference call script, with Q&A session      
         (incorporated by reference to PBG's Schedule TO-C filed with
         the SEC on October 3, 2002)                                 
(a)(17)  Summary of the Mexican Offer to Purchase                    
(b)(1)   U.S. $1,200,000,000 Senior Credit Agreement by and among    
         PBG, as the borrower, certain lenders specified therein,    
         Salomon Smith Barney Inc., Credit Suisse First Boston       
         Corporation and Deutsche Bank Securities Inc., as joint lead
         arrangers, Citibank, N.A., Credit Suisse First Boston,      
         Cayman Islands Branch and Deutsche Bank AG New York Branch, 
         as joint syndication agents, and BG LLC, as guarantor       
(c)(1)   Salomon Smith Barney Inc. fairness opinion                  
(c)(2)   Salomon Smith Barney Inc. presentation to the Board of      
         Directors of PBG                                            
(d)(1)   Agreement to Tender, dated October 4, 2002, by and among BG 
         LLC, Embotellador HM and PepsiCo, Inc.                      
(d)(2)   Agreement to Tender, dated October 4, 2002, by and among BG 
         LLC, Embotellador HM and Mr. Enrique C. Molina Sobrino      
(d)(3)   Escrow Agreement, dated October 4, 2002, by and among PBG,  
         Embotellador HM, Mr. Enrique C. Molina Sobrino and The Bank 
         of New York                                                 

ITEM 13.  INFORMATION REQUIRED BY SCHEDULE 13E-3.                               

    The information required by Schedule 13E-3 is included in the responses to
the other Items of this Schedule TO. In addition, the information set forth in  
the U.S. Offer to Purchase under the caption "Special Factors" is incorporated  
herein by reference.                                                            

 4

SC TO-T 5th Page of 6 TOC 1st Previous Next ↓Bottom Just 5th
SIGNATURES

 After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and        
correct.                                                                        

                                      PBG GRUPO EMBOTELLADOR HISPANO-MEXICANO,
  S.L.

                                                                [Download Table]
                                                                   
October 7, 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 Schedule TO is true, complete and        
correct.                                                                        

                            THE PEPSI BOTTLING GROUP, INC.

                                                                [Download Table]
                                                                   
October 7, 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 Schedule TO is true, complete and        
correct.                                                                        

                 BOTTLING GROUP, LLC

                                                                [Download Table]
                                                                   
October 7, 2002               By: /s/ ALFRED H. DREWES             
                 --------------------------------------------------
                               Name: Alfred H. Drewes              
                         Title: Principal Financial Officer        

 5

SC TO-T Last Page of 6 TOC 1st Previous Next ↓Bottom Just 6th
EXHIBIT INDEX 

                                                                [Download Table]
                                                                     
(a)(1)   U.S. Offer to Purchase, dated October 7, 2002               
(a)(2)   Form of GDS Letter of Transmittal                           
(a)(3)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust 
         Companies and other Nominees                                
(a)(4)   Form of Letter to Clients                                   
(a)(5)   Notice of Guaranteed Delivery                               
(a)(6)   Guidelines for certification of Taxpayer Identification     
         Number on substitute Form W-9                               
(a)(7)   Summary Advertisement, dated October 7, 2002, published in  
         The Wall Street Journal                                     
(a)(8)   Audited Consolidated Financial Statements of Gemex at       
         December 31, 2000 and 2001, and for each of the three years 
         in the period ended December 31, 2001                       
(a)(9)   Gemex's Report on Form 6-K filed with the SEC on July 26,   
         2002                                                        
(a)(10)  Press release, dated October 7, 2002, announcing the        
         commencement of the Offers                                  
(a)(11)  Press release, dated May 7, 2002 (incorporated by reference 
         to PBG's Schedule TO-C filed with the SEC on May 7, 2002)   
(a)(12)  Notice to employees, dated May 7, 2002 (incorporated by     
         reference to PBG's Schedule TO-C filed with the SEC on May  
         7, 2002)                                                    
(a)(13)  Non-binding Term Sheet (incorporated by reference to PBG's  
         Schedule TO-C filed with the SEC on May 7, 2002)            
(a)(14)  Press release, dated August 13, 2002 (incorporated by       
         reference to PBG's Schedule TO-C filed with the SEC on      
         August 14, 2002)                                            
(a)(15)  Third quarter conference call script (incorporated by       
         reference to PBG's Schedule TO-C filed with the SEC on      
         October 1, 2002)                                            
(a)(16)  Third quarter conference call script, with Q&A session      
         (incorporated by reference to PBG's Schedule TO-C filed with
         the SEC on October 3, 2002)                                 
(a)(17)  Summary of the Mexican Offer to Purchase                    
(b)(1)   U.S. $1,200,000,000 Senior Credit Agreement by and among    
         PBG, as the borrower, certain lenders specified therein,    
         Salomon Smith Barney Inc., Credit Suisse First Boston       
         Corporation and Deutsche Bank Securities Inc., as joint lead
         arrangers, Citibank, N.A., Credit Suisse First Boston,      
         Cayman Islands Branch and Deutsche Bank AG New York Branch, 
         as joint syndication agents, and BG LLC, as guarantor       
(c)(1)   Salomon Smith Barney Inc. fairness opinion                  
(c)(2)   Salomon Smith Barney Inc. presentation to the Board of      
         Directors of PBG                                            
(d)(1)   Agreement to Tender, dated October 4, 2002, by and among BG 
         LLC, Embotellador HM and PepsiCo, Inc.                      
(d)(2)   Agreement to Tender, dated October 4, 2002, by and among BG 
         LLC, Embotellador HM and Mr. Enrique C. Molina Sobrino      
(d)(3)   Escrow Agreement, dated October 4, 2002, by and among PBG,  
         Embotellador HM, Mr. Enrique C. Molina Sobrino and The Bank 
         of New York

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC TO-T’ Filing	Date	First	Last	Other Filings

Filed on:	10/7/02	2	6
	10/4/02	4	6
	10/3/02	1	6	SC TO-C
	10/1/02	4	6	SC TO-C
	8/14/02	4	6	8-K, SC TO-C
	8/13/02	4	6	8-K
	7/26/02	3	6	10-Q
	6/30/02	3
	5/7/02	4	6	10-Q, 8-K, SC TO-C
	12/31/01	3	6
	12/31/00	3	6
				List all Filings

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Filing Submission 0000950123-02-009455 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pepsi Bottling Group Inc, et al. – ‘SC TO-T’ on 10/7/02 re: Pepsi Gemex SA de CV, et al.

On: Monday, 10/7/02, at 12:00pm ET · Accession #: 950123-2-9455 · File #s: 5-46036 (SC 13E3), 5-46036

Previous ‘SC 13E3’: None · Next: ‘SC 13E3/A’ on 10/25/02 · Latest: ‘SC 13E3/A’ on 11/6/02

Tender-Offer Statement — Third-Party Tender Offer — Schedule TOFiling Table of Contents

SC TO-T — Tender Offer StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents

SC TO-T — Tender Offer Statement
Document Table of Contents