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
EX-99.A.9 — Gemex 6-K
| EX-99.A.9 | 1st Page of 12 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit (a)(9)
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File No. 1-12858
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JULY 2002
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PEPSI-GEMEX, S.A. DE C.V.
(Exact name of registrant as specified in its charter)
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Avenida Acoxpa No. 69
Col. San Lorenzo Huipulco
Delegacion Tlalpan
14370 Mexico, D.F.
Mexico
(Address of principal executive offices)
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(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No x
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
---
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Exhibit Index on Page 4
Page 1 of 12
I
Pepsi-Gemex, S.A. de C.V. (the "Company") has filed with the Mexican
National Banking and Securities Commission (Comision Nacional Bancaria y de
Valores; the "CNBV") a quarterly financial report, which report is in Spanish
and is publicly available at the CNBV or, upon written request, from the
Company. Certain of the financial information contained in the CNBV filing is
summarized in the exhibit attached to this Form 6-K.
II
In addition, the following document is furnished in accordance with the
requirements of Form 6-K.
The press release of the Company, dated July 25, 2002.
Page 2 of 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: July 26, 2002 Pepsi-Gemex, S.A. de C.V.
By: /s/ Luis Alejandro Bustos Olivares
-----------------------------------
Luis Alejandro Bustos Olivares
Authorized Signatory
Page 3 of 12
EXHIBIT INDEX
[Download Table]
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
1. Press release, dated July 25, 2002, of the 5
Company reporting financial performance and
activities for the second quarter of fiscal
year 2002.
Page 4 of 12
[PEPSI-GEMEX LOGO]
PRESS RELEASE
-------------
Contact: Irma Montemayor Acoxpa 69
Pepsi-Gemex, S.A. de C.V. Col. San Lorenzo Huipulco
Phone: (52 555) 627-8610 14370 Mexico, D.F.
Fax: (52 555) 627-8613 Phone: 627-8600
email: imontemayor@pepsigemex.com.mx
PEPSI-GEMEX ANNOUNCES A 10.0% INCREASE IN TOTAL REVENUES, A
17.0% INCREASE IN GROSS PROFIT, A 37.9% INCREASE IN OPERATING
INCOME AND A 31.1% INCREASE IN EBITDA
OPERATING MARGIN REACHED 14.4% FOR THE SECOND QUARTER
ANNOUNCES A 8.8% INCREASE IN UNIT CASE VOLUME AND 14.4% INCREASE IN
JUG WATER VOLUME FOR THE SECOND QUARTER OF 2002
July 25, 2002 (Mexico City, Mexico) -- Pepsi-Gemex, S.A. de C.V., (NYSE: GEM),
the second largest Pepsi bottler outside the United State and sole anchor
bottler for Pepsi-Cola in Mexico, today reported its financial results for the
second quarter and first six months of 2002.
"Despite the challenging economic environment, I am pleased with the strong
volume growth we produced across all of our product portfolio," said Mr. Enrique
C. Molina S., Chairman of the Board of Pepsi-Gemex. Mr. Molina continued, "The
initiatives we took throughout 2000 and 2001 to streamline our operations
enabled us to improve profitability levels during the second quarter."
SECOND QUARTER VOLUMES
----------------------
Soft drink and purified water (PET presentations) unit sales volume for the
second quarter of 2002 increased 8.8%, reaching 107.2 million unit cases. Soft
drink sales volume increased 6.1% during the second quarter and PET
presentations of purified water sales volume increased 39.3% during the same
period. The non-returnable portion of the soft drink and purified water mix
represented 93.3% of total volume during the second quarter of the year. Our
enhanced execution capabilities have led to growth in horizontal distribution,
which, coupled with seasonally high temperatures, resulted in our strong
performance in volumes.
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The Company sold 30.0 million five-gallon jugs of Electropura purified water
during the second quarter of 2002, a 14.4% increase in volume over the
comparable previous year period.
FIRST SIX MONTHS VOLUMES
Soft drink and purified water (PET presentations) unit sales volume for the
first six months of 2002 increased 9.2%, reaching 197.2 million unit cases.
Soft drink sales volume increased 7.3% during the first half of 2002 and PET
presentations of purified water sales volume increased 29.4% during the same
period.
The Company sold 53.5 million five-gallon jugs of Electropura purified water
during the first six months of 2002, a 10.7% increase in volume over the
comparable previous year period.
As part of its ongoing efforts to strengthen its position in the Mexican
beverage market, Pepsi-Gemex continued to implement new marketing initiatives
to reinforce brand presence through a combination of permanent point of sale
material coupled with an aggressive out-door program.
All data in the financial statements has been restated in constant Mexican
pesos (Ps.) in purchasing power as of June 30, 2002.
SECOND QUARTER RESULTS
Total revenues for the quarter increased 10.0%, to PS.3,308 million, which
include approximately Ps.436.8 million of Electropura five-gallon jug revenues.
Gross profit increased 17.0% and was Ps.1,969 million. Gross margin as a
percentage of total revenues reached 59.5% from 56.0% during the comparable
year-ago period, primarily as a result of higher purified water sales and
favourable negotiations of our quarterly supply of resin.
Operating income increased 37.9% or Ps.132 million, reaching Ps.478 million.
Operating income as a percentage of total revenues increased almost three
percentage points, reaching 14.4% during the second quarter 2002.
EBITDA increased 31.1% or Ps.153 million, reaching Ps.644 million for the second
quarter and EBITDA as a percentage of total revenues reached 19.5%.
Other expenses for the quarter were Ps.46.4 million, which include severance
payments for Ps.6.2 million, asset write-offs for Ps.14.0 million and goodwill
amortization for Ps.26.2 million.
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Integral cost of financing was Ps.396 million for the quarter. Foreign exchange
loss was Ps.358 million due to a devaluation of the peso, which had an exchange
rate at the end of June of Ps.9.965 pesos per dollar, compared to Ps.9.015
pesos per dollar at the end of March. The second quarter inflation rate
resulted in a monetary gain of Ps.28.2 million. For the second quarter,
interest paid was Ps.66.5 million and interest earned was Ps.0.3 million.
Net loss after tax was Ps.57 million for the second quarter of 2002, mainly due
to the impact of the foreign exchange loss.
FIRST SIX MONTHS RESULTS
Total revenues for the first six months of 2002 increased 9.2%, to Ps.6,003
million, which include approximately Ps.781.7 million of Electropura
five-gallon jug revenues.
Gross profit increased 12.5% and was Ps.3,530 million. Gross margin as a
percentage of total revenues increased to 58.8% from 57.1% during the
comparable year-ago period.
Operating income increased 26.2% or Ps.161 million and reached Ps.776 million.
Operating income as a percentage of total revenues increased almost two
percentage points, reaching 12.9% during the first six months of 2002.
For the first six months, EBITDA increased 19.3% or Ps.176 million, reaching
Ps.1,087 million, and EBITDA as a percentage of total revenues reached 18.1%.
Other expenses were Ps.83.8 million, which include severance payments for
Ps.16.0 million, asset write-offs for Ps.14.0 million and goodwill amortization
for Ps.53.8 million.
Integral cost of financing was Ps.356 million for the first six months of 2002.
Foreign exchange loss was Ps.300.7 million due to a devaluation of the peso,
which had an exchange rate at the end of June of Ps.9.965 pesos per dollar,
compared to Ps.9.16 pesos per dollar at the end of December. The first six
months inflation rate resulted in a monetary gain of Ps.83.2 million. For the
first six months of the year, interest paid was Ps.141.9 million and interest
earned was Ps.3.0 million.
Net income after tax for the first six months of 2002 was Ps.179 million or
US$18 million, equivalent to US$0.21 per GDS.
Total outstanding debt at the end of June 2002 was reduced to US$324 million
from US$363 million at the end of December, 2001. Cash and cash equivalents was
Ps.281.7 million.
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During the first six months of 2002, Pepsi-Gemex made capital expenditures of
approximately US$27 million in several categories.
POTENTIAL TRANSACTION WITH THE PEPSI BOTTLING GROUP
---------------------------------------------------
Pepsi-Gemex has been informed by Mr. Molina that he is currently engaged in
discussions with The Pepsi Bottling Group concerning PBG's potential tender
offer for all of the shares of Pepsi-Gemex. Currently, these negotiations are
primarily focusing on pricing matters. There can be no assurance that Mr.
Molina, PBG and PepsiCo will reach agreement, or that PBG will proceed with any
transaction with respect to Pepsi-Gemex's shares.
###
Pepsi-Gemex's current operations encompass the Mexico City metropolitan area,
and portions of the adjacent states of Mexico, Hidalgo, Queretaro and
Guanajuato, the southwestern states of Guerrero and Morelos, the southeastern
states of Campeche, Yucatan and Quintana Roo, the central states of
Aguascalientes, Zacatecas, Durango and San Luis Potosi, and the Northeastern
states of Nuevo Leon, Coahuila, Tamaulipas and portions of the states of
Chihuahua and Veracruz.
Pepsi-Gemex is one of Mexico's largest soft drink producers. The Company
produces Pepsi, Mirinda, KAS, Seven-Up, Manzanita Sol, Power Punch, Garci
Crespo and San Lorenzo mineral waters and Squirt. The Company also offers
Seagram products to its customers and owns Mexico's largest purified water
company, Electropura. Pepsi-Gemex shares trade on the Mexican Stock Exchange
and the New York Stock Exchange.
This release may contain forward-looking statements. Such forward-looking
statements, which reflect the Company's current views of future events and
financial performance, involve known and unknown risks and uncertainties that
may cause the Company's actual results to be materially different from planned
or expected results. Those risks and uncertainties include but are not limited
to: competition, consumer demand, seasonality, economic conditions and
government activity. Investors should take such risks into account when making
investment decisions.
ADDITIONAL INFORMATION
----------------------
If the proposed tender offers are commenced, the Company will file a
solicitation/recommendation statement on Schedule 14D-9 and related materials
with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THIS DOCUMENT IF FILED BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders
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may obtain a free copy of the Schedule 14D-9 (if filed) and other documents
filed by the Company with the Commission at the Commission's reference room at
400 Fifth Street, N.W., Washington, D.C. 20049.
If you would like more information, or if you wish to obtain free copies of the
Schedule 14D-9 (if filed with the Commission), you can direct your request to:
# # #
In Mexico: Irma Montemayor
Pepsi-Gemex, S.A. de C.V.
011-52-555-627-8610
E-mail: imontemayor@pepsigemex.com.mx
Outside Mexico: Jonathan Wolfe
The Abernathy MacGregor Group
212-371-5999
E-mail: jcw@abmac.com
TO OFFER YOU THE OPPORTUNITY TO DISCUSS SECOND QUARTER 2002 RESULTS WITH
PEPSI-GEMEX'S SENIOR MANAGEMENT, YOU ARE INVITED TO PARTICIPATE IN A
TELECONFERENCE ON FRIDAY, JULY 26, 2002, AT 1:00 PM (EASTERN DAYLIGHT TIME). TO
REGISTER FOR THE TELECONFERENCE PLEASE DIAL DIRECTLY IN THE U.S. AND CANADA
888-665-4799 OR OUTSIDE THE U.S. CALL 706-645-0410. A REPLAY OF THE CALL WILL BE
MADE AVAILABLE FROM JULY 26TH AT 3:00 PM (EASTERN DAYLIGHT TIME) UNTIL AUGUST 02
AT 12:00 AM (EASTERN DAYLIGHT TIME). DIAL TOLL-FREE IN THE UNITED STATES AT
800-642-1587 OR OUTSIDE THE U.S. CALL 706-645-9291 (RESERVATION NUMBER FOR THE
REPLAY IS 4786285).
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PEPSI-GEMEX, S.A. DE C.V.
CONSOLIDATED STATEMENTS OF INCOME
IN MILLIONS OF CONSTANT MEXICAN PESOS AS OF JUNE 30, 2002
(9.965 PESOS=US$1.00)
[Download Table]
3 Months Ended 3 Months Ended
June 30, 2002 % June 30, 2001 %
------------- ------ ------------- ------
Total Volume (MM's 8oz. Cases) 107.2 98.5
Soft Drinks (MM's 8oz. Cases) 96.0 90.5
Bottled Water (MM's 8oz. Cases) 11.2 8.0
Water Jug (MM's 19 Lts. Jugs) 30.0 26.2
Total Revenues 3,308 100.0% 3,006 100.0%
Cost of Sales 1,339 40.5% 1,323 44.0%
Gross Profit 1,969 59.5% 1,683 56.0%
Operating Expenses 1,325 40.0% 1,192 39.7%
EBITDA(1) 644 19.5% 491 16.3%
Depreciation & Amortization 166 5.1% 145 4.8%
Operating Income 478 14.4% 346 11.5%
Other Expenses 46 1.4% 25 0.8%
Integral Cost of Financing 396 12.0% (85) -2.8%
Net interest expense 66 2.0% 120 4.0%
Foreign exchange loss (gain) 358 10.8% (164) -5.5%
Monetary position gain (28) -0.8% (41) -1.3%
Income before tax 36 1.0% 406 13.5%
Deferred tax 52 1.5% 77 2.6%
Tax 41 1.2% 82 2.7%
Net Income (57) -1.7% 247 8.2%
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(1) EBITDA, for Mexican GAAP purposes, is defined as operating income plus
depreciation and amortization (including amortization of bottles and cases).
EBITDA should not be construed as an alternative to (a) consolidated net income
as an indicator of our operating performance or (b) cash flows from operating
activities, financing activities and investing activities as a measure of our
liquidity. Our definition of EBITDA may not necessarily be comparable to other
companies' definitions of EBITDA.
6
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PEPSI-GEMEX, S.A. DE C.V.
CONSOLIDATED STATEMENTS OF INCOME
IN MILLIONS OF CONSTANT MEXICAN PESOS AS OF JUNE 30, 2002
(9.965 PESOS=US$1.00)
[Download Table]
6 Months Ended 6 Months Ended
June 30, 2002 % June 30, 2001 %
-------------- ------- -------------- -------
Total Value (MM's 8oz. Cases) 197.2 180.6
Soft Drinks (MM's 8oz. Cases) 177.8 165.6
Bottled Water (MM's 8oz. Cases) 19.4 15.0
Water Jug (MM's 19 Lts. Jugs) 53.5 48.3
Total Revenues 6,003 100.0% 5,498 100.0%
Costs of Sales 2,473 41.2% 2,361 42.9%
Gross Profit 3,530 58.8% 3,137 57.1%
Operating Expenses 2,443 40.7% 2,226 40.5%
EBITDA 1,087 18.1% 911 16.6%
Depreciation & Amortization 311 5.2% 296 5.4%
Operating Income 776 12.9% 615 11.2%
Other Expenses 84 1.4% 89 1.6%
Integral Cost of Financing 356 5.9% (94) -1.7%
Net Interest expense 138 2.3% 222 4.1%
Foreign exchange loss (gain) 301 5.0% (236) -4.3%
Monetary position gain (83) -1.4% (80) -1.5%
Income before tax 336 5.6% 620 11.3%
Deferred tax 92 1.5% 86 1.6%
Tax 65 1.1% 98 1.8%
Net Income 179 3.0% 436 7.9%
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| EX-99.A.9 | Last Page of 12 | TOC | 1st | Previous | Next | ↓Bottom | Just 12th |
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PEPSI-GEMEX, S.A. DE C.V.
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
IN MILLIONS OF CONSTANT MEXICAN PESOS AS OF JUNE 30, 2002
(9.965 PESOS=US$1.00)
[Download Table]
JUNE, 2002 DECEMBER, 2001
----------------- -------------------
Current Assets 1,586 1,884
Cash and cash equivalents 282 102
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Property, Plan & Equipment (net) 7,218 7,000
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Goodwill & Deferred Assets 1,606 1,903
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Other Assets 63 63
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Total Assets 10,473 10,850
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Short Term Debt 35 386
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Other Liabilities 1,434 1,539
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Current Liabilities 1,469 1,925
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Long Term Debt 3,195 3,022
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Other Liabilities 1,454 1,117
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Long Term Liabilities 4,649 4,139
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Total Liabilities 6,118 6,064
------ -------
Stockholder's Equity 4,355 4,786
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Total Liabilities & Stockholder's Equity 10,473 10,850
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