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<SEC-DOCUMENT>0000021344-03-000115.txt : 20030829
<SEC-HEADER>0000021344-03-000115.hdr.sgml : 20030829
<ACCEPTANCE-DATETIME>20030829121946
ACCESSION NUMBER:		0000021344-03-000115
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030829
GROUP MEMBERS:		COCA-COLA DE ARGENTINA S.A.
GROUP MEMBERS:		COCA-COLA INTERAMERICAN CORPORATION
GROUP MEMBERS:		THE COCA-COLA COMPANY
GROUP MEMBERS:		THE COCA-COLA EXPORT CORPORATION

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANDINA BOTTLING CO INC
		CENTRAL INDEX KEY:			0000925261
		STANDARD INDUSTRIAL CLASSIFICATION:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-47138
		FILM NUMBER:		03873171

	BUSINESS ADDRESS:	
		STREET 1:		CARLOS VALDOVINOS 560
		STREET 2:		LAS CONDES
		CITY:			SANTIAGO CHILE
		STATE:			F3
		ZIP:			00000
		BUSINESS PHONE:		5623380520

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA CO
		CENTRAL INDEX KEY:			0000021344
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				580628465
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30313
		BUSINESS PHONE:		4046762121

	MAIL ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		ZIP:			30313
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>and-5.txt
<DESCRIPTION>EMBOTELLADORA ANDINA S.A. 13D -AMENDMENT NO. 5
<TEXT>

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

                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                             (Amendment No. 5) (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:
                              David R. Bucey, Esq.
                             The Coca-Cola Company
                              One Coca-Cola Plaza
                             Atlanta, Georgia 30313
                                 (404)676-2121

                                August 4, 2003
            (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).

<PAGE>


                               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
 REPORTING    8  SHARED VOTING POWER
  PERSON           None
   WITH
              9  SOLE DISPOSITIVE POWER
                   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 -

<PAGE>



                               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
 REPORTING    8  SHARED VOTING POWER
  PERSON            None
   WITH
              9  SOLE DISPOSITIVE POWER
                   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;
        11.00 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 -


<PAGE>

                               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
 REPORTING    8  SHARED VOTING POWER
  PERSON           None
   WITH
              9  SOLE DISPOSITIVE POWER
                   41,962,864 shares of Series A Common Stock, no par value, and
                   41,962,864 shares of Series B Common Stock, no par vlaue
                   (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 vlaue
        (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 -

<PAGE>

                               SCHEDULE 13D

CUSIP No.  - None   (1)

1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        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
 REPORTING    8  SHARED VOTING POWER
  PERSON           None
   WITH
              9  SOLE DISPOSITIVE POWER
                   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 -

<PAGE>




                                  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"). 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. Coca-Cola de Argentina S.A. 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 August 28, 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

<PAGE>

                                 AMENDMENT NO. 5
                                       TO
                 STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
                                     OF THE
                          GENERAL RULES AND REGULATIONS
                                    UNDER THE
                         SECURITIES EXCHANGE ACT OF 1934


ITEM 1. SECURITY AND ISSUER

Item 1 is hereby amended and restated as follows:

     This statement relates to the Series A Common Stock, no par value ("Series
     A Stock"), and the Series B Common Stock, no par value ("Series B Stock"),
     of Embotelladora Andina S.A. ("Andina"). The legal address of Andina is
     Carlos Valdovinos 560, Casilla 488-3, Santiago, Chile, and the principal
     executive offices of Andina are located at Avenida Andres Bello No. 2687,
     20th Floor, Casilla 7187, Santiago, Chile.


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, Coca-Cola de
     Argentina S.A. ("CC Argentina"), an Argentine corporation 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.

                                       7
<PAGE>

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:


     Interamerican has received approval to sell up to all of its 10.6%
     ownership in Andina to Coca-Cola de Chile, S.A., an indirect wholly owned
     subsidiary of KO and an affiliate of Interamerican ("CC Chile"). The sale
     may be consummated in one or more transactions and shares shall be sold at
     market value at the time of the sale. Until definitive documentation is
     executed, the parties have no binding legal obligation to close the
     proposed transaction. There can be no assurances that an agreement with
     respect to such a transaction will be reached or that any transaction will
     be consummated.

     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

                                       8
<PAGE>

                                   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/ DAVID M. TAGGART
                                        -----------------------------------
                                        David M. Taggart
                                        Vice President and Treasurer
Date:  August 29, 2003


                                        COCA-COLA INTERAMERICAN CORPORATION


                                        By: /S/ DAVID M. TAGGART
                                        -----------------------------------
                                        David M. Taggart
                                        Vice President and Treasurer
Date:  August 29, 2003


                                        THE COCA-COLA EXPORT CORPORATION


                                        By: /S/ DAVID M. TAGGART
                                        ----------------------------------
                                        David M. Taggart
                                        Vice President and Treasurer

Date:  August 29, 2003


                                        COCA-COLA DE ARGENTINA S.A.


                                        By: /S/ JAMES QUINCEY
                                        ----------------------------------
                                        James Quincey
                                        President
Date:  August 29, 2003



                                       9
<PAGE>

                                 EXHIBIT INDEX



    EXHIBIT                           DESCRIPTION
    -------                           -----------

 Exhibit A (99.1) -  Directors and Executive Officers of the Reporting Persons.











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>and-5x99.txt
<DESCRIPTION>EXHIBIT TO AMENDMENT NO. 5 (DIRECTORS AND OFFICERS)
<TEXT>
                                                                    EXHIBIT 99.1

                        DIRECTORS AND EXECUTIVE OFFICERS

     Set forth below is the name,  business  address and present  occupation  or
employment of each director and executive officer of The Coca-Cola Company,  The
Coca-Cola Export Corporation,  Coca-Cola Interamerican Corporation and Coca-Cola
de Argentina S.A.  Except as indicated  below,  each such person is a citizen of
the United  States.  None of the directors and  executive  officers  named below
beneficially  own any Common Stock of Embotelladora  Andina S.A.  Directors of a
named  corporation  who are also  executive  officers  of that  corporation  are
indicated by an asterisk.  Except as indicated  below,  the business  address of
each  executive  officer named below is One Coca-Cola  Plaza,  Atlanta,  Georgia
30313.

DIRECTORS OF THE COCA-COLA COMPANY

                      PRINCIPAL OCCUPATION
    NAME                  OR EMPLOYMENT                ADDRESS
    ----              --------------------             -------
Douglas N. Daft*      Chairman of the Board of
                      Directors and Chief
                      Executive Officer of
                      The Coca-Cola Company

                      Mr. Daft is a citizen of
                      Australia.

Herbert A. Allen      President, Chief Executive      Allen & Company
                      Officer, Director and             Incorporated
                      Managing Director of Allen &    711 Fifth Avenue
                      Company Incorporated, a         New York, NY 10022
                      privately held investment firm

Ronald W. Allen       Consultant to and advisory      Monarch Tower
                      director of Delta Air Lines,    Suite 1745
                      Inc., a major U.S. air trans-   3424 Peachtree Road, NE
                      portation company               Atlanta, GA  30326

Cathleen P. Black     President of Hearst Magazines,  Hearst Magazines
                      a unit of The Hearst            959 8th Avenue
                      Corporation, a major media      New York, NY 10019
                      and communications company

Warren E. Buffett     Chairman of the Board of        Berkshire Hathaway Inc.
                      Directors and Chief Executive   1440 Kiewit Plaza
                      Officer of Berkshire Hathaway   Omaha, NE 68131
                      Inc., a diversified holding
                      company

Barry Diller          Chairman of the Board and       USA Networks, Inc.
                      Chief Executive Officer of      152 W. 57th Street
                      InterActive Corp. (formerly     42nd Floor
                      USA Interactive), an             New York, NY  10019
                      interactive commerce company

Susan Bennett King    Chairman of the Board of the    Duke University
                      Leadership Initiative, Sanford  The Leadership Initiative
                      Institute of Public Policy, a   Box 90545
                      support corporation of Duke     Durham, NC  27708-0545
                      University charged with the
                      establishment of undergraduate
                      college leadership programs


<PAGE>


DIRECTORS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
    NAME                  OR EMPLOYMENT                ADDRESS
    ----               --------------------             -------
Maria Elena Lagomasino  Chairman and Chief Executive    J.P. Morgan Private Bank
                        Officer of J.P. Morgan Private  345 Park Avenue
                        Bank, a unit of J.P. Morgan     11th Floor
                        Chase and Company               New York, NY   10154

Donald F. McHenry       Distinguished Professor in the  The IRC Group, LLC
                        Practice of Diplomacy and       1320 19th Street, N.W.
                        International Affairs at the    Suite 410
                        School of Foreign Service,      Washington, D.C. 20036
                        Georgetown University; a
                        principal owner and President
                        of The IRC Group, LLC, a
                        Washington, D.C.consulting firm

Robert L. Nardelli      Chairman of the Board,          The Home Depot, Inc.
                        President and Chief Executive   2455 Paces Ferry Road,NW
                        Officer of The Home Depot,      Atlanta, GA 30339-4024
                        Inc., a major home improvement
                        retailer

Sam Nunn                Partner in the law firm of      King & Spalding
                        King & Spalding since January   191 Peachtree Street
                        1997 and Co-Chairman and Chief  Atlanta, GA 30303-1763
                        Executive Officer of Nuclear
                        Threat Initiative

J. Pedro Reinhard       Director, Executive Vice        The Dow Chemical Company
                        President and Chief Financial   2030 Dow Center
                        Officer of The Dow Chemical     Midland, MI  48674
                        Company

                        Mr. Reinhard is a citizen of
                        Brazil.

James D. Robinson III   General Partner of RRE          RRE Investors, LLC
                        Ventures, a private             22nd Floor
                        information technology          126 East 56th Street
                        investment firm; President of   New York, NY 10022
                        JD Robinson, Inc. a strategic
                        advising firm; and Chairman of
                        Violy, Byorum & Partners
                        Holdings, LLC, a private firm
                        specializing in financial
                        advisory and investment
                        banking activities in Latin
                        America

Peter V. Ueberroth      Investor and Chairman of        The Contrarian Group,
                        The Contrarian Group, Inc.,        Inc.
                        a business management company   Suite 111
                                                        1071 Camelback Street
                                                        Newport Beach, CA 92660

James B. Williams       Director and Chairman of the    SunTrust Banks, Inc.
                        Executive Committee of          P.O. Box 4418
                        SunTrust Banks, Inc., a bank    Atlanta, GA 30302
                        holding company

                                       2
<PAGE>


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

                       PRINCIPAL OCCUPATION
    NAME                    OR EMPLOYMENT                     ADDRESS
    ----                --------------------                  -------
Douglas N. Daft*        Chairman of the Board of
                        Directors and Chief Executive
                        Officer of The Coca-Cola Company

                        Mr. Daft is a citizen of Australia.

Steven J. Heyer         President and Chief Operating
                        Officer of The Coca-Cola Company

Jeffrey T. Dunn         Executive Vice President of
                        The Coca-Cola Company and President
                        and Chief Operating Officer,
                        North America

Mary Minnick            Executive Vice President of
                        The Coca-Cola Company and Chief
                        Operating Officer, Asia

Alexander R.C. Allan    Executive Vice President of
                        The Coca-Cola Company and President
                        and Chief Operating Officer, Europe,
                        Eurasia and Middle East

                        Mr. Allan is a citizen of the United
                        Kingdom.

Alexander B. Cumming,   Executive Vice President of
 Jr.                    The Coca-Cola Company and President
                        and Chief Operating Officer, Africa

Jose Octavio Reyes      Executive Vice President of          Coca-Cola de Mexico
                        The Coca-Cola Company and President  Ruben Dario 115
                        and Chief Operating Officer,         Mexico DF 11580
                        Coca-Cola Latin America

                        Mr. Reyes is a citizen of Mexico.

Deval L. Patrick        Executive Vice President, General
                        Counsel and Secretary of
                        The Coca-Cola Company

Gary P. Fayard          Executive Vice President and Chief
                        Financial Officer of The Coca-Cola
                        Company

Clyde C. Tuggle         Senior Vice President, Worldwide
                        Public Affairs and Communications,
                        of The Coca-Cola Company

Daniel P. Palumbo       Senior Vice President and Chief
                        Marketing Officer of The Coca-Cola
                        Company

                        Mr. Palumbo is a citizen of Canada.

                                       3

<PAGE>

DIRECTORS OF THE COCA-COLA EXPORT CORPORATION

                       PRINCIPAL OCCUPATION
    NAME                    OR EMPLOYMENT                     ADDRESS
    ----                --------------------                  -------
Douglas N. Daft*        Chairman of the Board of Directors
                        and Chief Executive Officer of
                        The Coca-Cola Company

                        Mr. Daft is a citizen of Australia.

Gary P. Fayard          Executive Vice President and Chief
                        Financial Officer of The Coca-Cola
                        Company

Deval L. Patrick*       Executive Vice President, General
                        Counsel and Secretary of The Coca-Cola
                        Company


EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION

                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Steven J. Heyer         President and Chief Operating
Executive Vice          Officer of The Coca-Cola Company
President

Gary P. Fayard          Executive Vice President and Chief
Senior Vice President   Financial Officer of The Coca-Cola
and Chief Financial     Company
Officer

Deval L. Patrick        Executive Vice President,
Executive Vice          General Counsel and Secretary of
President               The Coca-Cola Company

Mary E. Minnick         Executive Vice President of
Executive Vice          The Coca-Cola Company and President
President               and Chief Operating Officer, Asia

Alexander R.C. Allan    Executive Vice President of
Executive Vice          The Coca-Cola Company and President
President               and Chief Operating Officer, Europe,
                        Eurasia and Middle East

Connie D. McDaniel      Vice President and Controller of
Vice President and      The Coca-Cola Company
Controller

Steve M. Whaley         Vice President and General Tax
Vice President and      Counsel of The Coca-Cola Company
General Tax Counsel


                                       4
<PAGE>

EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION (continued)

                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Geoffrey J. Kelly       Vice President of The Coca-Cola
Vice President and      Company
General Counsel

Sharon R. B. Case       Vice President of The Coca-Cola
Vice President          Company

Donald W. Short         Vice President of The Coca-Cola
Vice President          Company

David M. Taggart        Vice President and Treasurer of
Vice President and      The Coca-Cola Company
Treasurer


DIRECTORS OF COCA-COLA INTERAMERICAN CORPORATION

                        PRINCIPAL OCCUPATION
      NAME                 OR EMPLOYMENT                     ADDRESS
      ----              --------------------                 -------
Connie D. McDaniel*     Vice President and Controller
                        of The Coca-Cola Company

Steve M. Whaley*        Vice President and General Tax
                        Counsel of The Coca-Cola Company

Marie Quintero          Assistant Vice President of
                        The Coca-Cola Company and Director
                        of Mergers and Acquisitions


EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION


                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Steven J. Heyer         President and Chief Operating
President               Officer of The Coca-Cola Company

Gary P. Fayard          Executive Vice President and Chief
Senior Vice President   Financial Officer of The Coca-Cola
and Chief Financial     Company
Officer

Geoffrey J. Kelly       Vice President of The Coca-Cola
Executive Vice          Company
President

Steve M. Whaley         Vice President and General Tax
Vice President and      Counsel of The Coca-Cola Company
General Tax Counsel


                                       5

<PAGE>

EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION (continued)


                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
David M. Taggart        Vice President and Treasurer of
Vice President and      The Coca-Cola Company
Treasurer

Connie D. McDaniel      Vice President and Controller of
Vice President and      The Coca-Cola Company
Controller

Brian J. Smith          President, Brazil Division of
Vice President          The Coca-Cola Company



DIRECTORS OF COCA-COLA DE ARGENTINA S.A.

                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Martin Franzini         Legal Director, South Cone   Coca-Cola de Argentina S.A.
Director                and North Andean Regions of  Paraguay 733
                        The Coca-Cola Company        1057 Buenos Aires
                                                     Argentina
                        Mr. Franzini is a citizen
                        of Argentina.

Gerardo Beramendi       Finance Operations Manager,  Coca-Cola de Argentina S.A.
Alternate Director      South Cone and North Andean  Paraguay 733
                        Regions of The Coca-Cola     1057 Buenos Aires
                        Company                      Argentina

                        Mr. Beramendi is a citizen
                        of Uruguay.

Mercedes Rodriguez      Assistant Counsel, South     Coca-Cola de Argentina S.A.
 Canedo                 Cone Region of The           Paraguay 733
Alternate Director      Coca-Cola Company            1057 Buenos Aires
                                                     Argentina

                        Ms. Canedo is a citizen
                        of Argentina.

Ruben Asorey            Outside counsel to The       Asorey & Navarrine
Alternate Director      Coca-Cola Company            Cerrito 1136 - 10th
                                                     (1010)
                        Mr. Asorey is a citizen      Buenos Aires
                        of Argentina.                Argentina

                                       6
<PAGE>

EXECUTIVE OFFICERS OF COCA-COLA DE ARGENTINA S.A.

                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
James Quincey           General Manager, South Cone  Coca-Cola de Argentina S.A.
President               Region of The Coca-Cola      Paraguay 733
                        Company                      1057 Buenos Aires
                                                     Argentina
                        Mr. Quincey is a citizen
                        of Great Britain.

Mariano Rossi           Finance Director, South      Coca-Cola de Argentina S.A.
Vice President          Cone and North Andean        Paraguay 733
                        Regions of The Coca-Cola     1057 Buenos Aires
                        Company                      Argentina

                        Mr. Rossi is a citizen
                        of Argentina.

                                       7

</TEXT>
</DOCUMENT>
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