Schedule 13d

Filed by: CASCADE INVESTMENT LLC
Subject Company: COCA COLA FEMSA S.A.
Filed as of Date: 01/29/2010
View Original Filing on Edgar's

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3euckuzpbBK5+OS+tvZvr9gUPATgyuaY/VtNsNEC9xmKIK8tURyly7WRDQSFzi0 UZ317DlPiQohswVGhhC7sQ== 0001104659-10-003986.txt : 20100129 0001104659-10-003986.hdr.sgml : 20100129 20100129171633 ACCESSION NUMBER: 0001104659-10-003986 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 GROUP MEMBERS: BILL & MELINDA GATES FOUNDATION TRUST GROUP MEMBERS: MELINDA FRENCH GATES GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA FEMSA SAB DE CV CENTRAL INDEX KEY: 0000910631 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52421 FILM NUMBER: 10560996 BUSINESS ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 BUSINESS PHONE: 5255335300 MAIL ADDRESS: STREET 1: GUILLERMO GONZALEZ CAMARENA NO. 600 STREET 2: COL. CENTRO DE CIUDAD SANTA FE CITY: DELEGACION ALVARO OB STATE: O5 ZIP: DF 01210 FORMER COMPANY: FORMER CONFORMED NAME: COCA COLA FEMSA SA DE CV DATE OF NAME CHANGE: 19930814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 a10-2731_1sc13da.htm SC 13D/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Coca-Cola FEMSA, S.A.B. de C.V.

(Name of Issuer)

 

Series L Shares, without par value

(Title of Class of Securities)

 

191241108(1)

(CUSIP Number)

 

Matthew S. Topham, Esq.
K&L Gates LLP
925 Fourth Avenue, Suite 2900

Seattle, Washington 98104

(206) 623-7580

 

Laurie Smiley, Esq.

Arian Colachis, Esq.

2365 Carillon Point

Kirkland, WA 98033

(425) 889-7900

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

January 28, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].

 

(1)CUSIP Number is for the American Depositary Shares (ADSs) representing the Series L Shares only.  Each ADS represents 10 Series L Shares, without par value.

 

Note:     Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*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).

 


 

CUSIP No.  191241108

 

1

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Cascade Investment, L.L.C.

2

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)   o

 

 

(b)   ý

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

WC

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6

Citizenship or Place of Organization

State of Washington

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power
11,422,040 (1)

8

Shared Voting Power

-0-

9

Sole Dispositive Power
11,422,040 (1)

10

Shared Dispositive Power

-0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,422,040 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

13

Percent of Class Represented by Amount in Row (11)
4.2%

14

Type of Reporting Person (See Instructions)
OO

 

(1) Cascade Investment, L.L.C. (“Cascade”) holds 1,142,204 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs held by Cascade represent 4.2 % of the outstanding Series L Shares.  All ADSs held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 


 

CUSIP No.  191241108

 

1

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Bill & Melinda Gates Foundation Trust

2

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)   o

 

 

(b)   ý

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

WC

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6

Citizenship or Place of Organization

State of Washington

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power
-0-

8

Shared Voting Power

48,461,480 (1)

9

Sole Dispositive Power
-0-

10

Shared Dispositive Power

48,461,480 (1)

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,461,480 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

13

Percent of Class Represented by Amount in Row (11)
17.9%

14

Type of Reporting Person (See Instructions)
OO

 

(1) The Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 4,846,148 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs beneficially owned by the Trust represent 17.9% of the outstanding Series L Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all the ADSs beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 


 

CUSIP No. 191241108

 

1

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Melinda French Gates

2

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)   o

 

 

(b)   ý

 

3

SEC Use Only

4

Source of Funds (See Instructions)

WC

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6

Citizenship or Place of Organization

United States of America

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power
-0-

8

Shared Voting Power

48,461,480 (1)

9

Sole Dispositive Power
-0-

10

Shared Dispositive Power

48,461,480 (1)

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,461,480 (1)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

13

Percent of Class Represented by Amount in Row (11)
17.9%

14

Type of Reporting Person (See Instructions)
IN

 

(1) The Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 4,846,148 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs beneficially owned by the Trust represent 17.9% of the outstanding Series L Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all the ADSs beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

 


 

CUSIP No.  191241108

 

1

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

William H. Gates III

2

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)   o

 

 

(b)   ý

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

WC

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

6

Citizenship or Place of Organization

United States of America

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power
11,422,040 (1)

8

Shared Voting Power

48,461,480 (2)

9

Sole Dispositive Power
11,422,040 (1)

10

Shared Dispositive Power

48,461,480 (2)

11

Aggregate Amount Beneficially Owned by Each Reporting Person
59,883,520 (1)(2)

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

13

Percent of Class Represented by Amount in Row (11)
22.1%

14

Type of Reporting Person (See Instructions)
IN

(1) Cascade Investment, L.L.C. (“Cascade”) holds 1,142,204 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs held by Cascade represent 4.2 % of the outstanding Series L Shares.  All ADSs held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

(2) The Bill & Melinda Gates Foundation Trust (the “Trust”) beneficially owns 4,846,148 American Depositary Shares (“ADSs”), each representing 10 Series L Shares, without par value.  The Series L Shares underlying the ADSs beneficially owned by the Trust represent 17.9% of the outstanding Series L Shares.  For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all the ADSs beneficially owned by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust

 


 

EXPLANATORY NOTE

 

This Amendment No. 2 to Schedule 13D (“Amendment”) relates to American Depository Shares (“ADSs”) of Coca-Cola FEMSA, S.A.B de C.V. (the “Issuer”), each of which represent 10 Series L Shares, without par value (“Series L Shares”).  This Amendment is being jointly filed by Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (collectively, the “Reporting Persons”), to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on August 1, 2008, as amended on January 15, 2010.  Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose.

 

Item 3.        Source and Amount of Funds or Other Consideration

 

Each of Cascade and the Trust purchased its respective ADSs with its working capital in the amount set forth in Exhibits 99.1 and 99.2 to this filing.

 

Item 5.        Interest in Securities of the Issuer

 

(a)     See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number and percentage of Series L Shares beneficially owned by each of the Reporting Persons.

 

(b)     See items 7 through 10 of the cover pages to this Schedule 13D for the number and percentage of Series L Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.

 

(c)     Cascade purchased 139,042 ADSs for cash in open market transactions on the dates and at the weighted-average purchase price per ADS set forth in Exhibit 99.1, attached hereto and incorporated herein by reference.

 

The Trust purchased 139,041 ADSs for cash in open market transactions on the dates and at the weighted-average purchase price per ADS set forth in Exhibit 99.2, attached hereto and incorporated herein by reference.

 

(d)     None.

 

(e)     Not applicable.

 

Item 7.        Material to be Filed as Exhibits

 

Exhibit 99.1

 

Transactions by Cascade during the period January 15, 2010 through January 28, 2010

 

 

 

Exhibit 99.2

 

Transactions by the Trust during the period January 15, 2010 through January 28, 2010

 


 

SIGNATURE

 

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.

 

 Date:   January 28, 2010

CASCADE INVESTMENT, L.L.C.(1)

 

By:

*

 

 

 

Name:

Alan Heuberger(2)

 

 

Title:

Attorney-in-fact for Michael Larson,

 

 

 

Business Manager

 

 

 

BILL & MELINDA GATES FOUNDATION
TRUST(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger (3)

 

 

Title:

Attorney-in-fact for each of the Co-
Trustees, William H. Gates III and
Melinda French Gates

 

 

 

 

 

WILLIAM H. GATES III(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(3)(4)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

MELINDA FRENCH GATES(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger (3)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

*By:

 

/s/Alan Heuberger

 

 

 

 

 Alan Heuberger

 

 

(1) This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated July 30, 2008 and included with the signature page to the Reporting Persons’ Schedule 13D with respect to the Issuer filed on August 1, 2008, SEC File No. 005-52421 and incorporated by reference herein.

 

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, and attached as Exhibit 99.1 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 

(3) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates III as Co-Trustees, and attached as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. filed on May 7, 2009, SEC File No. 005-60431 and incorporated by reference herein.

 

(4) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, and attached as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.