Pepsi Bottling Group Inc, et al. – ‘SC TO-T/A’ on 11/6/02 re: Pepsi Gemex SA de CV, et al.

On:  Wednesday, 11/6/02, at 1:44pm ET   ·   Accession #:  950123-2-10277   ·   File #s:  5-46036 (SC 13E3/A), 5-46036

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment No. 3 to Schedule to                         4     17K 
 2: EX-99.A.19  Press Release                                          2      9K 

SC TO-T/A   —   Amendment No. 3 to Schedule to
Document Table of Contents

SC TO-T/A
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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. 3)

 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

                                                                [Download Table]

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.                                                          

SC TO-T/A
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                                                        [Enlarge/Download Table]
                                                                                                                           
[X] Check the box if any part of the fee is offset as            Check the appropriate boxes below to designate any        
    provided by Rule 0-11(A)(2) and identify the filing          transactions to which the statement relates:              
    with which the offsetting fee was previously paid.      [X]  Third-party tender offer subject to Rule 14D-1.           
    Identify the previous filing by registration statement  [ ]  Issuer tender offer subject to Rule 13E-4.                
    number, or the form or schedule and the date of its     [X]  Going-private transaction subject to Rule 13E-3.          
    filing.                                                 [ ]  Amendment to Schedule 13D under Rule 13D-2.               
         Amount previously paid: 81,427                     [X]  Check the box if the filing is a final amendment reporting
         Filing party:  The Pepsi Bottling Group, Inc.           the results of a tender offer.                            
                        Bottling Group, LLC                                                                                
                        PBG Grupo Embotellador                                                                             
                        Hispano-Mexicano, S.L.                                                                             
         Form or registration No.: 5-46036                                                                                 
         Date filed:  October 7, 2002                                                                                      

[ ] Check the box if the filing relates solely to the preliminary communications
made before the commencement of a tender offer.                         

SC TO-T/A
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 Amendment No. 3

This amendment No. 3 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 offered 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 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANIES                        

  Item 8 of Schedule TO is hereby amended to include the following
information:                                                                    

 Approximately 383,450,109 series B shares, 285,636,389 CPOs and
15,219,962 GDSs, were accepted for payment in the tender offers, including      
approximately 71,699 GDSs tendered in the U.S. offer pursuant to guaranteed     
delivery procedures. Assuming all GDSs subject to guaranteed delivery are       
received, the series B shares, CPOs and GDSs of Pepsi-Gemex accepted for        
payment, represent approximately 99.8% of all outstanding capital stock of      
Pepsi-Gemex.                                                                    

       The securities accepted for purchase represent approximately 99.9% of
the Shares outstanding (other than Shares represented by CPOs), approximately   
99.9% of the CPOs outstanding (other than CPOs represented by GDSs), and        
approximately 99.0% of the GDSs outstanding, as of November 4, 2002.            

ITEM 12. EXHIBITS                                                               

        Item 12 of Schedule TO is hereby amended to add the following exhibit:

(a)(19) Press Release, dated November 6, 2002, announcing the 
completion of the Offers                                                        

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SC TO-T/A
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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.

November 6, 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.
November 6, 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
November 6, 2002                   By:   /s/ Alfred H. Drewes                   
                                   ---------------------------------
                         Name:  Alfred H. Drewes
                                    Title: Principal Financial Officer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/6/02		3		4			8-K
		11/4/02		3					SC 13E3/A,  SC TO-T/A
		10/7/02		2		3			SC 13E3,  SC TO-T
		10/3/02		1					SC TO-C
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