-----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, DL195GUd/9L4Ywe8D6O+JgVKjIlxX/E3KELNa+cn+jiMrUwF0htxYIFtICUZfJx0 PH7F6GDwVtzZSXSspab48A== 0000077476-97-000023.txt : 19971015 0000077476-97-000023.hdr.sgml : 19971015 ACCESSION NUMBER: 0000077476-97-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971014 SROS: CSX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABC DISPENSING TECHNOLOGIES INC CENTRAL INDEX KEY: 0000748103 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 592001203 STATE OF INCORPORATION: FL FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37671 FILM NUMBER: 97694902 BUSINESS ADDRESS: STREET 1: 451 KENNEDY RD CITY: AKRON STATE: OH ZIP: 44305 BUSINESS PHONE: 2167332841 MAIL ADDRESS: STREET 1: 451 KENNEDY ROAD CITY: AKRON STATE: OH ZIP: 44305 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BUSINESS COMPUTERS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEBRN CORP DATE OF NAME CHANGE: 19861015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 SC 13D/A 1 AMEND. NO. 4 TO 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------ SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) ABC DISPENSING TECHNOLOGIES, INC. ------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share ------------------------------------------- (Title of Class of Securities) 024759 10 2 --------------- (CUSIP Number) Lawrence F. Dickie PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 (914) 253-2000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 1997 -------------------------------------- (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 / /. (Continued on following pages) (Page 1 of 10 Pages) CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 2 of 10 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS PepsiCo, Inc., I.R.S. Identification No. 13-1584302 ---------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / ---------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------- 4. SOURCE OF FUNDS Not applicable ---------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / ---------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina ---------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 756,500* SHARES ------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH ------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 756,500* PERSON WITH ------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ---------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 756,500* ---------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / ---------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% ---------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ---------------------------------------------------- - ----- *Includes Warrants to purchase 500,000 shares as described in Items 4 and 5. CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 3 of 10 Pages - -------------------------------------------------------------------------------- This Amendment No. 4 amends the Schedule 13D filed by PepsiCo, Inc. with the Securities and Exchange Commission (the "SEC") on October 9, 1986, as amended by Amendment No. 1 thereto dated October 10, 1995, Amendment No. 2 thereto dated November 10, 1995 and Amendment No. 3 thereto dated September 11, 1997. Item 1. Security and Issuer. ------------------- This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of ABC Dispensing Technologies, Inc., formerly American Business Computers Corporation and, prior thereto, Sebrn Corporation, a corporation organized and existing under the laws of the State of Florida (the "Issuer"), with its principal executive offices at 451 Kennedy Road, Akron, Ohio 44305. Item 2. Identity and Background. ----------------------- (a) - (c) PepsiCo, Inc. is a corporation organized and existing under the laws of North Carolina ("PepsiCo"), with its principal executive offices located at 700 Anderson Hill Road, Purchase, New York 10577. PepsiCo, through various divisions and subsidiaries, is currently engaged in the following domestic and foreign business activities: soft drinks and snack foods. PepsiCo spun off its restaurant business to shareholders as an independent public company effective October 6, 1997. The name, residence or business address, present principal occupation or employment, and the name, principal business and address of the corporation or other organization in which such employment is conducted, of each executive officer and director of PepsiCo are set forth on Annex A attached hereto, and are incorporated herein by reference. (d) During the last five years, to the best knowledge of PepsiCo, none of the executive officers or directors of PepsiCo has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 4 of 10 Pages - -------------------------------------------------------------------------------- (e) During the last five years, to the best knowledge of PepsiCo, none of the executive officers or directors of PepsiCo was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Each executive officer and director of PepsiCo is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- No material change. Item 4. Purpose of Transaction. ---------------------- PepsiCo acquired 2,000,000 shares of Common Stock, which was the subject of PepsiCo's original Schedule 13D, in order to participate in one of a series of transactions in which PepsiCo obtained a royalty bearing license with respect to certain technology owned by the Issuer. On June 19, 1995, the United States District Court for the Southern District of New York entered a Final Judgment in a class action lawsuit known as AMERICAN BUSINESS COMPUTERS CORPORATION SECURITIES LITIGATION (MDL Docket No. 913) approving a Stipulation of Settlement and directing the parties thereto (including PepsiCo) to consummate the settlement of such action in accordance with the terms and provisions contained in the Stipulation of Settlement. In accordance therewith, on October 10, 1995, PepsiCo delivered to the Issuer 1,000,000 shares of Common Stock held by PepsiCo. Additionally, as part of such settlement, PepsiCo received from the Issuer on November 10, 1995 warrants to purchase 500,000 shares of Common Stock at an exercise price of $3.50 per share (the "Warrants"). PepsiCo currently intends to dispose of its remaining shares of Common Stock through ordinary brokerage transactions effected by Morgan Stanley & Co. Inc. on the open market. CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 5 of 10 Pages - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) As of the date hereof, PepsiCo beneficially owns 256,500 shares of Common Stock, and the Warrants to purchase an additional 500,000 shares of Common Stock. To the best of its knowledge, PepsiCo beneficially owns approximately 4.4% of the Common Stock outstanding. (b) PepsiCo has the sole power to vote, to direct the vote, to dispose of or to direct the disposition of the 256,500 shares of Common Stock reported herein; upon exercise of the Warrants, PepsiCo will also have the sole power to vote, to direct the vote, to dispose of or to direct the disposition of any or all shares of stock acquired upon such exercise. (c) PepsiCo has engaged in the transactions set forth on Annex B attached hereto with respect to the Common Stock since the most recent filing on Schedule 13D/A. Each of these transactions was effected through Morgan Stanley & Co. Inc. in ordinary brokerage transactions on the open market. (d) Not applicable. (e) To the best of its knowledge, PepsiCo ceased to be the beneficial owner of more than five percent of the Common Stock outstanding on October 7, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------ No material change. Item 7. Material to be Filed as Exhibits. --------------------------------- None. CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 6 of 10 Pages - -------------------------------------------------------------------------------- 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. October 14, 1997 ------------------------- (Date) PepsiCo, Inc. /s/ LAWRENCE F. DICKIE By----------------------- (Signature) Lawrence F. Dickie Vice President, Associate General Counsel and Assistant Secretary ------------------------- (Name/Title) CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 7 of 10 Pages - -------------------------------------------------------------------------------- ANNEX A Set forth below are the name and present principal occupation or employment of each director and executive officer of PepsiCo and the name, principal business and address of the corporation or organization in which such employment is conducted (if other than at PepsiCo). The business address of each director and executive officer of PepsiCo is 700 Anderson Hill Road, Purchase, New York 10577. Directors: - --------- Name Principal Occupation and Address - --------------- ---------------------------------------- John F. Akers Former Chairman and CEO, International Business Machines Corporation 1055 Washington Blvd., Stamford, CT 06901 Robert E. Allen Chairman and CEO, AT&T Corp. 295 North Maple Ave., Room 4449J1 Basking Ridge, NJ 07920 D. Wayne Calloway Former Chairman and CEO, PepsiCo, Inc. Roger A. Enrico Chairman and CEO, PepsiCo, Inc. Peter Foy Chairman, Baring Brothers Int'l. Limited 60 London Wall, London EC2M 5TQ, England Ray L. Hunt Chairman and CEO, Hunt Oil Company Chairman, CEO and President, Hunt Consolidated, Inc. 1445 Ross at Field, Dallas, TX 75202 John J. Murphy Managing Director, SMG Management, LLC, 5956 Sherry Lane, Suite 710, Dallas, TX 75225 Steven S Reinemund Chairman and CEO, Frito-Lay Company 7701 Legacy Drive, Plano, TX 75024 Sharon Percy President and CEO, WETA public stations Rockefeller 3700 South Four Mile Run Drive, Arlington, VA 22206 CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 8 of 10 Pages - -------------------------------------------------------------------------------- Franklin A. Thomas Consultant to the TFF Study Group 595 Madison Ave., 33rd Floor, New York, NY 10022 P. Roy Vagelos Former Chairman and CEO, Merck & Co., Inc. 1 Crossroads Dr., Building A-3rd Floor Bedminster, NJ 07921 Karl M. von der Vice Chairman and CFO, PepsiCo, Inc. Heyden Craig E. Weatherup Chairman and CEO, Pepsi-Cola Company 1 Pepsi Way, Somers, NY 10589 Arnold R. Weber President, The Civic Committee of The Commercial Club of Chicago, 21 South Clark St., Suite 3115, Chicago, IL 60603 Executive Officers: - ------------------ Roger A. Enrico Chairman and CEO Karl M. von der Vice Chairman and CFO Heyden John Cahill Senior Vice President and Treasurer Sean Orr Senior Vice President and Controller Edward V. Lahey, Jr. Senior Vice President, General Counsel and Secretary Indra K. Nooyi Senior Vice President, Strategic Planning CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 9 of 10 Pages - -------------------------------------------------------------------------------- ANNEX B Set forth below are the transactions PepsiCo has engaged in with respect to the Common Stock since the most recent filing on Schedule 13D/A. Trade Date Settlement Date Number of Shares Price Per Share 9/15/97 9/18/97 50,000 0.90625 9/30/97 10/3/97 25,000 0.84375 10/2/97 10/7/97 50,000 0.75000 10/8/97 10/14/97 15,000 0.81250 10/9/97 10/15/97 30,000 0.81250 10/13/97 10/16/97 40,000 0.81250 CUSIP No. 024759 10 2 SCHEDULE 13D/A Page 10 of 10 Pages - -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit - ------- (24) Power of Attorney which is incorporated herein by reference from PepsiCo's Form 10-K Annual Report for the Fiscal Year Ended December 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----