UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8) (1)
Embotelladora Andina S.A.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
None *
(CUSIP Number)
* CUSIP number for American Depositary Shares representing
Series A Common Stock is
29081P 20 4
CUSIP number for American Depositary Shares representing
Series B Common Stock is
29081P 30 3
Gary P. Fayard
Executive Vice President and Chief Financial Officer
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Parth S. Munshi, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121
August 27, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Company
58-0628465
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON 9 SOLE DISPOSITIVE POWER
WITH 41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
-2-
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola Interamerican Corporation
13-1940209
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON 9 SOLE DISPOSITIVE POWER
WITH 41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
-3-
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Export Corporation
13-1525101
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON 9 SOLE DISPOSITIVE POWER
WITH 41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
-4-
SCHEDULE 13D
CUSIP No. - None (1)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Servicios Y Productos Para Bebidas Refrescantes S.R.L. (formerly
known as Coca-Cola de Argentina S.A.)
(TIN - n/a)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
NUMBER OF 7 SOLE VOTING POWER
SHARES 41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY 41,962,864 shares of Series B Common Stock, no par value
OWNED BY (See Attachment A)
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON 9 SOLE DISPOSITIVE POWER
WITH 41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,962,864 shares of Series A Common Stock, no par value, and
41,962,864 shares of Series B Common Stock, no par value
(See Attachment A)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0% of Series A Stock outstanding;
11.0% of Series B Stock outstanding
(See Attachment B)
14 TYPE OF REPORTING PERSON*
CO
----------------
(1) CUSIP numbers for American Depositary Shares representing Series A Common
Stock and Series B Common Stock are, respectively, 29081P 20 4, and 29081P 30 3.
*SEE INSTRUCTIONS BEFORE FILLING OUT
-5-
ATTACHMENT A
Coca-Cola Interamerican Corporation owns directly in the aggregate 40,552,802
shares of Series A Common Stock, no par value ("Series A Stock"), and 40,552,802
shares of Series B Common Stock, no par value ("Series B Stock"), of
Embotelladora Andina S.A. ("Andina"). Servicios Y Productos Para Bebidas
Refrescantes S.R.L. (formerly known as Coca-Cola de Argentina S.A.) owns
directly in the aggregate 1,410,062 shares of Series A Stock and 1,410,062
shares of Series B Stock. Servicios Y Productos Para Bebidas Refrescantes S.R.L.
is a wholly owned subsidiary of The Coca-Cola Export Corporation; and The
Coca-Cola Export Corporation and Coca-Cola Interamerican Corporation each are
wholly owned subsidiaries of The Coca-Cola Company.
-------------------------------------------
ATTACHMENT B
The Reporting Persons have been informed by Andina that as of December 31, 2003,
a total of 380,137,271 shares of Series A Stock were outstanding and a total of
380,137,271 shares of Series B Stock were outstanding.
-6-
AMENDMENT NO. 8
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
This Amendment No. 8 amends and supplements the original Schedule 13D filed
on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 7
(the "Schedule 13D"). Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
This statement is being filed by The Coca-Cola Company ("KO"), KO's direct
wholly owned subsidiaries, Coca-Cola Interamerican Corporation ("Interamerican")
and The Coca-Cola Export Corporation ("Export"), each of which companies is a
Delaware corporation having its principal executive offices at One Coca-Cola
Plaza, Atlanta, Georgia 30313, telephone (404)676-2121, and KO's indirect wholly
owned subsidiary, Servicios Y Productos Para Bebidas Refrescantes S.R.L.
(formerly known as Coca-Cola de Argentina S.A.) ("CC Argentina"), an Argentine
limited partnership having its principal executive offices at Paraguay 733, 1057
Buenos Aires, Argentina, telephone 541-319-2000. (CC Argentina, together with
KO, Interamerican and Export, the "Reporting Persons").
KO is the largest manufacturer, distributor and marketer of nonalcoholic
beverage concentrates and syrups in the world. KO also markets and distributes
juices and juice drinks and certain water products.
Certain information with respect to the directors and executive officers of the
Reporting Persons is set forth in Exhibit 99.1 attached hereto (which replaces
in its entirety the previously filed Exhibit 99.1), including each director's
and executive officer's business address, present principal occupation or
employment, citizenship and other information.
None of the Reporting Persons nor, to the best of their knowledge, any director,
executive officer or controlling person of any of the Reporting Persons has,
during the last five years, been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding any Reporting Person or any director, executive
officer or controlling person of any Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, or finding any violation with respect to
federal or state securities laws.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
On August 27, 2004, a subsidiary of KO ("KO Sub")and Andina consummated the
transaction contemplated by the previously announced Stockholding Swap
Agreement, dated August 10, 2004 (the "Agreement"). Pursuant to the
Agreement, KO Sub transferred to Andina the Nova Iguacu territory in
exchange for cash and the Governador Valadares territory. The Agreement is
in Portuguese. A translated copy of the Agreement is attached hereto as
Exhibit 99.2.
-7-
KO invests in bottling operations such as Andina in order to maximize the
strength and efficiency of its production, distribution and marketing
systems around the world. In line with this bottling strategy, KO regularly
reviews its options relating to its investments in bottling operations
throughout the world, including its investment in Andina. As part of this
review, KO from time to time may consider, evaluate and propose various
possible transactions involving Andina or its subsidiaries, which could
include, without limitation:
(i) the possible acquisition of additional securities of Andina, or the
disposition of securities of Andina;
(ii) possible extraordinary corporate transactions (such as a merger,
consolidation or reorganization) involving Andina or any of its
subsidiaries, including with other bottling companies in which one or
more of the Reporting Persons may have a direct or indirect equity
interest; or
(iii) the possible acquisition by Andina or its subsidiaries of assets or
interests in one or more bottling companies, including other bottling
companies in which one or more of the Reporting Persons may have a
direct or indirect equity interest, or the possible sale of assets or
bottling operations by Andina or its subsidiaries.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:
Exhibit 99.1 - Directors and Executive Officers of the Reporting Persons
Exhibit 99.2 - Translated copy of Stockholding Swap Agreement, dated
August 10, 2004
-8-
SIGNATURES
After reasonable 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 COCA-COLA COMPANY
By: /s/ Steve M. Whaley
--------------------
Steve M. Whaley
Vice President and General Tax Counsel
Date: August 31, 2004
COCA-COLA INTERAMERICAN CORPORATION
By: /s/ Steve M. Whaley
--------------------
Steve M. Whaley
Vice President and General Tax Counsel
Date: August 31, 2004
THE COCA-COLA EXPORT CORPORATION
By: /s/ Steve M. Whaley
--------------------
Steve M. Whaley
Vice President and General Tax Counsel
Date: August 31, 2004
SERVICIOS Y PRODUCTOS PARA BEBIDAS
REFRESCANTES S.R.L.
By: /s/ James Quincey
-----------------
James Quincey
Principal Manager
Date: August 31, 2004
-9-
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 99.1 - Directors and Executive Officers of the Reporting Persons
Exhibit 99.2 - Translated copy of Stockholding Swap Agreement, dated
August 10, 2004