STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated as of May 14, 1997, between the persons
and entities listed under "Grantors" in the signature pages hereof (the
"Grantors"), the Special Committee created by the Board of Directors of the
Corporation (as defined below) pursuant to the resolution of such Board of
April 3, 1997 represented herein by MESSRS. XXXXXXX XXXXX AND XXXXXX XXXXXX
(the "Optionee"), PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a Delaware
corporation (the "Corporation"), and XX. XXXXXX XXX (in his capacity as
"Trustee" of the Trust, as defined below).
WHEREAS the Grantors own the 2,500,000 shares of Class B Common Stock
of the Corporation set forth opposite their names on the signature pages
hereof, or beneficial interests in a trust (the "Trust") holding such
shares (the "Option Shares") and other shares not reflected thereon;
WHEREAS the Corporation and some of its directors are defendants in
certain class action securities lawsuits (the "Litigation") (the titles of
which are listed herein on Exhibit "A" attached hereto) and the
Corporation's counsel, Xxxxxx, Xxxx & Xxxxxxxx, has recommended a possible
settlement agreement (the "Settlement Agreement") with the plaintiffs in
such Litigation to settle the Litigation, and
WHEREAS, said agreement would call for the payment of $2,500,000 and
2,500,000 class B Corporation shares;
WHEREAS, the potential settlement with the Corporation's Directors and
Officers insurance carrier, AIU, may be insufficient to fully fund (1) the
$2,500,000 cash settlement payment which would be due to plaintiffs, (2) the
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Corporation's defense costs of approximately $2,500,000 and (3) the
additional funds representing the value of 2,500,000 shares of the
Corporation's common stock, and the Corporation does not have the resources
sufficient to fund the recommended settlement;
WHEREAS, the Grantors are the original organizers of PCPR own a major
stake in the Corporation and have a definite interest in seeing that the
Corporation survives and prospers;
WHEREAS, the Grantors wish to protect their interests as shareholders
in the Corporation; and
WHEREAS because the Grantors believe that the business of the
Corporation is viable and that it should be preserved on an ongoing basis,
the Grantors have a substantial interest in the Corporation as shareholders
and the Grantors are willing to incur some short-term loss in their
investment in order to xxxxxx the long-term financial health of the
Corporation, and to preserve their remaining interests in the Corporation
as shareholders;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each of the parties herein, intending to be legally bound,
agrees to grant to the Trustee an option on certain Class B shares of the
Corporation owned by them as follows:
1. GRANT OF OPTION.
(a) Subject to Section 3 hereof, the Grantors hereby grant to
the Optionee an option on behalf of the Corporation or its designees (the
"Option") to buy all of the option Shares at a price per share equal to (i)
the aggregate amount, if any, in excess of $5,000,000 (the "Minimum
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Recovery Amount") obtained by the Corporation under its existing "Directors
and Officers" liability policy divided by (ii) 2,500,000, as such price may
be adjusted from time to time in accordance with Section 4 below (the
"Exercise Price"). The parties agree that to the extent the amount
recovered by the Corporation under such "Directors and Officers" liability
policy does not exceed the "Minimum Recovery Amount", the Exercise Price
shall be 0. An Exercise Price of 0 shall not in any manner impair the
Optionee's ability to exercise the Option hereunder. Anything herein to the
contrary notwithstanding, the Exercise Price shall never be greater than
the sales price of Class B shares of the Corporation as quoted on the New
York Stock Exchange on the close of business on the date such option is
exercised.
(b) Notwithstanding anything to the contrary in paragraph 1(a)
above, if by the time the Corporation files its 10-Q corresponding to the
second quarter of its current fiscal year with the Securities and Exchange
Commission the Corporation has not reached a settlement with the
Corporation's insurance carrier under its existing "Directors and Officers"
Liability policy, the Minimum Recovery Amount shall be increased by the
amount of attorneys fees and other related expenses incurred by the
Corporation with respect to the prosecution (or the defense) of any claims,
demands, or lawsuits in respect of such insurance carrier, including,
without limitation, attorneys fees incurred in the negotiation and
preparation of a settlement arrangement with such carrier after the date
such 10-Q is filed.
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2. EXERCISE OF OPTION. The Option may be exercised by the Optionee
at the request of the Corporation by delivery of a written notice to the
Optionee by the Corporation. The Optionee shall also have the right to
transfer the Option (with all of the rights thereunder) to the Corporation
or as otherwise directed by the Corporation. In the event the Option is
exercised by the Optionee or the Corporation, as the case may be, the
Corporation (in either case) shall promptly thereafter notify all the
Grantors of the exercise of the Option and of the applicable Exercise Price
and the date of consummation of the sale (the "Closing Date") which shall
not be later than ten business days after receipt of such notice by the
Grantors. On the Closing Date the Trustee of the Trust shall deliver to
the Secretary of the Corporation the certificates evidencing the Option
shares, endorsed in the name of the Corporation, and the Corporation or the
Optionee, as the case may be, shall deliver the Exercise Price (if greater
than 0) to the Grantors. In the event the Exercise Price is 0, the
Optionee or the Corporation, as the case may be, shall so advise the
Grantors. The parties further agree and understand that recovery under the
"Directors and Officers" liability policy may not be sufficient upon the
exercise of the Option to provide for an Exercise Price above 0.
Notwithstanding the foregoing, if at any time subsequent to the exercise of
the Option any additional recovery under such "Directors and Officers"
liability policy is obtained, such additional recovery amount shall be
computed in the Exercise Price.
3. CONDITIONS TO THE EXERCISE OF THE OPTION. The Optionee shall not
have the right to exercise the Option, as set forth in Section 2 hereof,
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until and unless the Litigation is settled pursuant to final and
unappealable court order approving the Settlement Agreement, which shall
include the terms providing for the release of the Grantors as set forth in
Paragraph 9(c) of this Agreement. The Optionee shall have 30 days from the
date such court order is notified by the court within which to exercise the
Option. Further, upon exercise of the Option, the Option Shares may be
used solely for purposes of effectuating the consummation of the Settlement
Agreement. In the event the court with competent jurisdiction over the
Litigation does not grant or otherwise denies its approval of the
Settlement Agreement, this Agreement shall terminate.
4. RESTRICTIONS ON EXERCISE OR TRANSFERABILITY.
(a) The Optionee may only exercise the Option for the benefit of
the Corporation and may only transfer the Option to the Corporation or its
designee.
(b) This Option may not be transferred unless a registration
statement under the Securities Act of 1933 is in effect with respect
thereto or the Corporation shall have received an opinion of counsel to the
effect that such registration is not required.
5. SHARE AND PRICE ADJUSTMENTS. In the event of any stock split,
extraordinary dividend, combination, reclassification, exchange, or any
other transaction or event that changes the character or amount of the
common stock outstanding prior to the Expiration Time, the parties hereto
agree that adjustments shall be made in (x) the character and number of
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Option Shares and (y) the Exercise Price thereof, if any, to make the
Options equivalent to the Options existing prior to such event (it being
understood and agreed that in the event of any merger, consolidation, or
other business combination involving the Corporation, or the partial or
complete liquidation thereof, the Optionee shall be entitled to receive,
upon exercise of its Options, the kind and amount of securities or other
consideration that the Optionee would have received had the Optionee
exercised such Options immediately prior to such event).
6. ACCEPTANCE OF TRUSTEE. The Trustee hereby agrees to the terms
and conditions of the Option and shall undertake any such acts and do all
things within its control as may be necessary to permit the consummation of
the transactions contemplated hereunder; provided that the Trustee shall
not be required to do anything unless and until he shall be satisfied that
he has received adequate indemnity against any liability arising from such
action.
7. COVENANTS. The Grantors agree not to sell, pledge or otherwise
transfer or encumber any of their Option Shares.
8. INDEMNITY.
(a) The Corporation will indemnify and hold the Trustee harmless
from any and all claims, demands, causes of action, losses, liabilities,
damages, judgments or Charges of any kind, including without limitation the
cost of defending any action against him, together with any reasonable
attorneys' fees and investigation costs incurred in connection therewith or
in connection with any potential claim or loss, and including any tax
imposed on the Trustee arising from this agreement, or any other expenses,
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fees, or charges of any character or nature, arising in connection with
this agreement, unless and until it is determined in a final unappealable
judgment that such claim, demand, damage or expense arises as a direct
result of the willful misconduct or gross negligence of the Trustee.
(b) (i) In consideration of the fact that the Corporation would
solely benefit from the exercise of the Option, and upon the exercise of
the Option the Corporation shall indemnify any Grantor who is made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interest of the Corporation, and, with respect
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to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(ii) Upon the exercise of the Option, the Corporation agrees to
indemnify any Grantor who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent
that the Court of Chancery of the state of Delaware or the court in which
such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery of the state of Delaware or such
other court shall deem proper.
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(iii) To the extent that a Grantor has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in paragraphs (i) and (ii) above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(iv) In connection with the indemnification provided hereunder,
any expenses incurred by any Grantor in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Grantor to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section.
(v) Nothing contained in this Section is intended to or shall
limit in any manner the breath or scope of (x) the indemnity contained in
Section 8(c) or (y) the releases contained in Section 9.
(c) In consideration of the fact that the Corporation would
solely benefit from the exercise of the option, the Corporation will
indemnify and hold the Grantors harmless from any and all claims, demands,
causes of action, losses, liabilities, damages, judgments or charges of any
kind, including, without limitation, the cost of defending any action
against any such Grantor, together with any reasonable attorney's fees and
investigation costs incurred in connection therewith or in connection with
any potential claim or loss, or any other expense (other than taxes imposed
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on the Grantors) arising in connection with this agreement except that, if
any such claim, demand, damage or expense arises out of the willful
misconduct or gross negligence of any such Grantor, and such condition is
determined in a final and unappealable judgment, then such Grantor shall
not have the benefit of the provisions hereunder.
(d) Nothing in this Agreement will supersede impair or otherwise
affect the indemnification provisions in the Corporation's by-laws (and any
such related decisions of the Corporation or resolutions of the Board of
Directors of the Corporation in respect thereof) which inure to the benefit
of officers and directors (current and former) of the Corporation.
9. RELEASES.
(a) In consideration for the granting of the Option by each
Grantor, and effective upon the exercise of such Option, the Corporation
agrees to forever discharge, waive and release each Grantor and their
successors and assigns, from and against all demands, direct or derivative
claims, actions, or causes of actions, assessments losses, damages,
liabilities, cost and expense, interest, and penalties, asserted against,
could have been asserted, or could in the future be asserted by the
Corporation against any Grantor, in connection with, arising out of, or in
any way related, directly or indirectly, to any act, failure to act,
omissions, misrepresentations, facts, events, circumstances, transaction,
occurrences with respect to the subject matters alleged, set forth or
otherwise comprised or referred to in the Litigation, or that could have
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been added by amendment, including without limitation, claims for
indemnification, contribution, violation of federal, state, common or other
law, all torts including but not limited to defamation, fraud, fault,
malpractice, misrepresentation, negligence, breach of duty, loyalty or
care, breach of fiduciary responsibility and recklessness or tortious
interference.
(b) In consideration of the terms and conditions of this
Agreement, and upon the exercise of the Option, the Corporation releases
and forever discharges, and covenants to forever refrain from prosecuting,
on behalf of itself, its successors and assigns, and any person it
represents, all of the Grantors, and each of them, and their respective
past and present agents, employees, attorneys, heirs, executors,
representatives, successors, and assigns, from each and every direct and
derivative claim, known or unknown, which could have been asserted against
the Grantors in connection with, arising out of, or in any way relating to
any acts, facts, transactions, representations, omissions or other subject
matters that relate, directly or indirectly, to the service of any Grantor
as an officer and/or director of the Corporation, including but not limited
to claims under the laws, statutes, regulations, common law or civil law of
the United States, any state law, the Commonwealth of Puerto Rico, or any
foreign jurisdiction, which the Corporation had, now has or may hereafter
have, against any of the aforementioned released persons, or any of them,
(except for the right to enforce the terms of this Agreement), if with
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respect to any such claim such Grantor acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
Corporation.
(c) As amongst each other and effective upon the exercise of the
Option, the Grantors agree to forever discharge, waive and release each
other and their successors and assigns, from and against all demands,
claims, actions, or causes of actions, assessments losses, damages,
liabilities, cost and expense, interest, and penalties, asserted against,
could have been asserted, or could in the future be asserted by a Grantor
against any other Grantor, in connection with, arising out of, or in any
way related, directly or indirectly, to any act, failure to act, omissions,
misrepresentations, facts, events, circumstances, transaction, occurrences
with respect to the subject matters alleged, set forth or otherwise
comprised or referred to in the Litigation, or that could have been added
by amendment, including without limitation, claims for indemnification,
contribution, violation of federal, state, common or other law, all torts
including but not limited to defamation, fraud, fault, malpractice,
misrepresentation, negligence, breach of duty, loyalty or case, breach of
fiduciary responsibility and recklessness or tortious interference.
(d) In further consideration of the Option granted by Grantors,
the Corporation agrees that the Settlement Agreement shall contain all such
terms and conditions as are necessary to effectively cause the full and
unconditional release and discharge from any and all liabilities that have
been and may have been asserted by virtue of the Litigation against the
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Grantors pursuant to terms and conditions that are to the reasonable
satisfaction of the Grantors. In the event that any such settlement
agreement does not contain such terms and conditions, this Agreement shall
terminate without any liability to any of the parties herein.
10. REPRESENTATIONS AND WARRANTIES. Each of the parties represents
that he, she or it is duly authorized to execute, deliver and perform this
agreement and has duly authorized, executed and delivered this agreement,
and that this agreement, including, without limitation, its provision for
release of the Grantors, is the valid, binding and enforceable obligation
of such person or entity and does not conflict with any agreement or other
document binding on such person or entity.
11. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors,
assigns, and legal representatives.
12. SPECIFIC PERFORMANCE. The parties recognize and agree that if
any of the provisions of this Agreement, including without limitation, its
provisions and the release of the Grantors are not performed in accordance
with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages will not
be an adequate remedy. Accordingly, each party agrees that, in addition to
other remedies, the non-breaching parties shall be entitled to an
injunction restraining any violation or threatened violation of the
provisions of this Agreement or to specific performance or other equitable
relief to enforce the provisions of this Agreement. In the event that any
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action is brought in equity to enforce the provisions of this Agreement, no
party will allege, and each party hereby waives the defense, that there is
an adequate remedy at law. Anything herein to the contrary
notwithstanding, the parties agree that the remedies provided herein, or
any other remedies at law, shall not be available nor shall apply with
respect to the conditions set forth in Section 9(d) hereof and the remedy
for non-compliance thereof shall be limited to the termination of this
Agreement as set forth in Section 9(d).
13. ENTIRE AGREEMENT. This Agreement, in conjunction with the Trust
Agreement executed simultaneously herewith, constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
14. FURTHER ASSURANCES. Each party will execute and deliver all such
further documents and instruments and take all such further action as may
be necessary to give effect to this agreement and consummate the
transactions contemplated hereby.
15. VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
16. CONFIDENTIALITY. The parties to this Agreement will keep
confidential the terms of this Agreement unless the disclosure thereof
becomes mandatory by application of law or regulation or by a court order,
or if the Corporation's securities counsel, considering the occurrence of
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any circumstances, deems it appropriate or advisable to undertake such
disclosure.
17. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Puerto Rico, without
regard to Puerto Rico's conflict of laws rule.
18. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
19. AMENDMENTS. This Agreement may not be amended or modified except
by a written agreement signed by the affected parties hereto.
20. NOTICES. All notices which may or are required to be given under
this Agreement or with respect to it shall be in writing and shall be given
either by personal delivery or by certified or registered mail, and shall
be deemed to have been given or made when personally delivered or five
business days after being deposited in the mail, return receipt requested,
in the case of notice by certified or registered mail, to the following
addresses:
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If to the Optionee:
Xx. Xxxxxxx Xxxxx
XX Xxx 000000
Xxx Xxxx, XX 00000-0000
Xx. Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx, Xxxxxx & Xxxxxxx
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
If to the Corporation:
XX Xxx 0000
Xxxx Xxx, Xxxxxx Xxxx 00000
Attention: President
If to the Trustee:
Xx. Xxxxxx Xxx
Xxxxxxxxx No. I
Xxx. #0
Xxxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
If to any Grantor, to the address set forth below their names on the
signature pages hereof.
The parties may, by written notice given hereunder, designate any
further or different address, including addresses of counsel, to which
subsequent notices shall be sent or persons to whose attention the same
shall be directed.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
NAME OF SHAREHOLDERS AND ADDRESS FOR NUMBER OF SHARES NOTICES IN THE TRUST SIGNATURE
BEING DEPOSITED
Xxxxxxx X. and Xxxxxxxx Xxxxx 988,435 /s/ Xxxxxxx X. Beach
/S/ XXXXXXXX XXXXX
Xxxxxxx X. Xxxxxxx 183,721 /S/ XXXXXXX X. XXXXXXX
Investment Ltd.
Xxxxxxx X. Xxxxxxx 150,126 /S/ XXXXXXX X. XXXXXXX
Investment Ltd.
Xxxxxxx X. Xxxxxxx 17,307 /S/ XXXXX X. XXXXXXX
Irrevocable Trust
Xxxxxxxxx Xxxxx Xxxxxxx 17,307 /s/ Xxxxxxxxx Xxxxx
Xxxxx Irrevocable Trust XXXXXXX
Xxxx Xxxxxxx 60,573 /S/ XXXX XXXXXXX
Xxxxx X. Xxxxxxx Trustee 11,538 /S/ XXXXX X. XXXXXXX
of Xxxxx X. Xxxxxxx Trust #1
Xxxxx X. & Xxxxx X. Xxxxxxx 31,729 /s/ Xxxxx X. Xxxxxxx
/S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, Trustee for 5,769 /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx Irrevocable Generation
Skipping Trust
Xxxxx X. Xxxxxxx, Trustee for Xxxxx X. 5,769 /S/ XXXXX X. XXXXXXX
Xxxxxxx Irrevocable Generation
Skipping Trust
Xxxxxx X. Xxxxxxx 2,704 /S/ XXXXXX X. XXXXXXX
Xxxxxx Xxxxxxxx 2,704 /S/ XXXXXX XXXXXXXX
Xxxxxxx X. Xxxxxx 2,704 /S/ XXXXXXX X. XXXXXX
Xxxxx X. X'Xxxxx Estate 2,704 /S/ XXXXX X'XXXXX, III
Lumiye International SA 126,195 /S/ XXXXX XXXXXXXXXXX
Girasol Enterprises 54,083 /s/ Xxxx de X.
XXXXXXXXXXX
Xxxxxxx Family Investment Ltd. 120,186 /S/ XXXXXXX XXXXXXX
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NAME OF SHAREHOLDERS AND ADDRESS FOR NUMBER OF SHARES NOTICES IN THE TRUST SIGNATURE
BEING DEPOSITED
Xxxxxx Family Investment Ltd. 120,186 /S/ XXXX X. XXXXXX
Xxxxxxx X'Xxxxxx 120,186 /S/ XXXXXXX X'XXXXXX
Xxxx Xx. Xxxx 162,251 /S/ XXXX XX. XXXX
Xxxx Financial Corp. 90,139 /S/ XXXXXX XXXX
Xxxxxx Xxx 55,921 /S/ XXXXXX XXX
Xxxxxx & Xxxxxxxxx Xxxxxx 55,921 /S/ XXXXXX XXXXXX
Xxxxx Xxxxxxx-Xxxxxxx 111,842 /S/ XXXXX XXXXXXX-XXXXXXX
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THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
By: /S/ XXXXXXX XXXXX
_________________________________________________
/S/ XXXXXX XXXXX
_________________________________________________
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
By:/S/ XXXXXX XXX
---------------------------------------------------
Name: Xxxxxx Xxx
Title: Chief Executive Officer
/S/ XXXXXX XXX
--------------------------------------------------
XXXXXX XXX
TRUSTEE
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EXHIBIT "A"
1. XXXXXX AND XXXXX XXXXX V. PEPSI-COLA PUERTO RICO BOTTLING CO., XXXXXXX X.
BEACH AND XXXXXX X. XXXXXX
2. THE GREAT NECK CAPITAL APPRECIATION INVESTMENT PARTNERSHIP, L.P. AND XXX
XXXX V. XXXXXXX X. BEACH, XXXXXX X. XXXXXX AND PEPSI-COLA PUERTO RICO
BOTTLING COMPANY
3. XXXXXXXXX XXXXX XXX, ON BEHALF OF HERSELF AND ALL OTHER SIMILARLY SITUATED
V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY, A DELAWARE CORPORATION,
XXXXXXX X. BEACH AND XXXXXX X. XXXXXX
4. XXXXX XXXXXXXXX V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY, XXXXXXX X.
BEACH, XXXXXXX X. XXXXXXX AND XXXXXX X. XXXXXX
5. XXXXXX SHAKEN, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED V.
PEPSI-COLA PUERTO RICO BOTTLING COMPANY, XXXXXXX X. BEACH, XXXXXXX X.
XXXXXXX AND XXXXXX X. XXXXXX
6. XXXX X. XXXXXX XXXXXXX; XXXX X. XXXXXXXX; XXXXX XXXXXXXX; TALLABOA
HEAVY EQUIPMENT CORP.; XXXXXX XXXXX; XXXXX XXXXXXXX; XXXXXXX
XXXXXXXX V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY; PAINEWEBBER,
INCORPORATED; XXXXXXXXXXX & CO. INC. KMPG PEAT MARWICK, KPMG PEAT MARWICK
LLP; KPMG XXXXXXXXXXXX PICKENHAYN XXXXXXX; XXXXXXX X. BEACH; XXXXXXX
XXXXXXX; XXXXX X. XXXXXXX; XXXX X. XXXX; XXXXXXX X. XXXXXXX; XXXXX
XXXXXXXXXXX; C. XXXX XXXXXXX; XXXXXXX XXXXXX; ABC, INC., DEF, INC.; MR.
AND MRS. Y
7. SWEETWATER INVESTMENTS V. XXXXXXX X. BEACH, XXXXXXX X. XXXXXXX, XXXXXX X.
XXXXXX AND PEPSI-COLA PUERTO RICO BOTTLING COMPANY
8. XXXXXX XXXXXX V. XXXXXXX X. BEACH, XXXXXXX X. XXXXXXX, XXXXXX X. XXXXXX
AND PEPSI-COLA BOTTLING COMPANY
9. TURABO MEDICAL CENTER; HARZAN MORTGAGE; XXXX XXXX; XXXXXXXX XXXXXXX DE LA
OBRA, XXXXXXX XX XXXXX; XXXXXX X. XXXXX XXXXXX, TRUSTEE OF XXXXXX X. XXXXX
XXXXXX XXXXX PLAN; XXXXXXXX XXXXXXX; CSAR X. XXXX; XXXXX X. XXXX AND
XXXXXX XXXX; XXX XXXXXX; HCTOR VLEZ; PADRE ZERVIGON; XXXX XXXXXX
PREZ; DR. XXXXXXX XXXXXXXXX VLEZ; XXXXX XXXXXX AND XXXXXX X.
XXXXXX; XXXXX XXXXXXX; KAU XXXXX XXXX AND XXX XXXX XXXX; XXXXXXX XXXXXXX
XXXXXXXX; XXXXXX XXXXXXXX; XXXXXXX XXXXX SASCO AND XXXXX XXXXXX XXXXX,
XXXXXXX XXXXXXXX, RODFAM INVESTMENTS, INC., V. XXXXXXX X. BEACH; XXXXXXX
X. XXXXXXX; XXXXXX X. XXXXXX; AND PEPSI-COLA PUERTO RICO BOTTLING COMPANY
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