SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
PANAMERICAN BEVERAGES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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THE FOLLOWING IS THE TEXT OF A PRESS RELEASE ISSUED BY PANAMERICAN
BEVERAGES, INC. ON MARCH 31, 2003:
NEWS PANAMCO
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FOR IMMEDIATE DISTRIBUTION
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PANAMCO ANNOUNCES BRIDGE FINANCING FOR
YANKEE BOND REPAYMENT DUE ON APRIL 1, 2003
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MIAMI, FL, MARCH 31, 2003 - Panamerican Beverages, Inc. (the "Company" or
"Panamco") (NYSE: PB), announced today that it has entered into a Bridge
Credit Agreement with ING Bank N.V. for a bridge facility in an aggregate
principal amount of U.S.$150 million (the "Loan") for a term of 4 months. The
proceeds of the Loan will be used to pay the principal of the 8 1/8% Senior
Notes due April 1, 2003 issued by Panamco in an aggregate principal amount of
U.S.$150 million.
The Loan will bear interest at a rate of LIBOR plus 1.00% from March 28,
2003 to June 1, 2003 and a rate of LIBOR plus 1.375% after June 1, 2003. The
Loan will be repaid in its entirety upon the earlier of maturity and the
completion of the acquisition of the Company by Coca-Cola FEMSA, S.A. de C.V.
ING Capital LLC acted as the sole arranger and administrative agent in
connection with the Loan.
Panamco is the largest soft drink bottler in Latin America and one of the
three largest bottlers of Coca-Cola products in the world. The Company
produces and distributes substantially all Coca-Cola soft drink products in
its franchise territories in Mexico, Guatemala, Nicaragua, Costa Rica,
Panama, Colombia, Venezuela and Brazil, along with bottled water, beer and
other beverages in some of these territories. Panamco is an anchor bottler of
The Coca-Cola Company.
FORWARD LOOKING STATEMENT
Statements made in this press release that are not historical in nature may
include "forward-looking statements" within the meaning of U.S. federal
securities laws, including statements related to anticipated future earnings
and cost savings. Such statements, estimates, and projections reflect various
assumptions by Panamco's management concerning anticipated results and are
subject to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond Panamco's control. Factors that could
cause Panamco's actual results to differ include, but are not limited to,
changes in the soft drink business environment (including actions of
competitors and changes in consumer preference), changes in governmental laws
and regulations (including income and excise taxes), currency fluctuations,
market demand for new and existing products and raw material prices.
Accordingly, Panamco cannot assure that such statements, estimates and
projections will be realized. The forecasts and actual results will likely
vary and those variations may be material. Panamco makes no representation or
warranty as to the accuracy or completeness of such statements, estimates or
projections contained in this press release or that any forecast contained
herein will be achieved. Panamco undertakes no obligation to update such
statements, estimates or projections. Information concerning such factors is
contained in Panamco's Registration Statement on Form S-8, dated July 23,
2001, its Annual Report on Form 10-K for the year ended December 31, 2002, and
other documents since filed by Panamco with the U.S. Securities and Exchange
Commission (the "SEC"), all of which are available from the SEC.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On March 28, 2003, Panamco filed with the Securities and Exchange Commission a
definitive proxy statement regarding the proposed business combination
transaction referred to in the foregoing information. Investors and security
holders are urged to read the definitive proxy statement, because it contains
important information. The definitive proxy statement will be sent to
shareholders of Panamco seeking their approval of the proposed transaction on
or about March 31, 2003. Investors and security holders may obtain a free copy
of the definitive proxy statement and other documents filed with the SEC by
Panamco at the SEC's website at www.sec.gov. The definitive proxy statement
and these other documents may also be obtained for free from Panamco by
directing a request to Laura I. Maydon (lmaydon@panamcollc.com).
CERTAIN INFORMATION CONCERNING PARTICIPANTS
A detailed list of names, affiliations and interests of participants in the
solicitation of proxies of Panamco to approve the proposed business
combination is included in the definitive proxy statement.
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Contacts: Laura I. Maydon Matt Benson / Kara Findlay
Panamerican Beverages, Inc. Citigate Sard Verbinnen
305/929-0867 212/687-8080