UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) (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 Common Stock is 29081P 10 5 James E. Chestnut Senior 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: Carol Crofoot Hayes, Esq. The Coca-Cola Company One Coca-Cola Plaza Atlanta, Georgia 30313 (404)676-2121 February 21, 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 [ ]. (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). 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* WC 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 Common Stock, no par value BENEFICIALLY (See Attachment A) OWNED BY EACH 8 SHARED VOTING POWER REPORTING None PERSON WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of 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 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) 11.04% 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP number for American Depositary Shares representing Common Stock is 29081P 10 5 *SEE INSTRUCTIONS BEFORE FILLING OUT - 2 - 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* WC 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 Common Stock, no par value BENEFICIALLY (See Attachment A) OWNED BY EACH 8 SHARED VOTING POWER REPORTING None PERSON WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of 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 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) 11.04% 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP number for American Depositary Shares representing Common Stock is 29081P 10 5 *SEE INSTRUCTIONS BEFORE FILLING OUT - 3 - 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* WC 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 Common Stock, no par value BENEFICIALLY (See Attachment A) OWNED BY EACH 8 SHARED VOTING POWER REPORTING None PERSON WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of 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 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) 11.04% 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP number for American Depositary Shares representing Common Stock is 29081P 10 5 *SEE INSTRUCTIONS BEFORE FILLING OUT - 4 - 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* WC 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 Common Stock, no par value BENEFICIALLY (See Attachment A) OWNED BY EACH 8 SHARED VOTING POWER REPORTING None PERSON WITH 9 SOLE DISPOSITIVE POWER 41,962,864 shares of 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 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) 11.04% 14 TYPE OF REPORTING PERSON* CO - ---------------- (1) CUSIP number for American Depositary Shares representing Common Stock is 29081P 10 5 *SEE INSTRUCTIONS BEFORE FILLING OUT - 5 - ATTACHMENT A Coca-Cola Interamerican Corporation owns directly in the aggregate 40,552,802 shares of Common Stock, no par value, of Embotelladora Andina S.A., and Coca-Cola de Argentina S.A. owns directly in the aggregate 1,410,062 shares of Common Stock, no par value, of Embotelladora Andina S.A. 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 are each wholly owned subsidiaries of The Coca-Cola Company. - 6 - AMENDMENT NO. 3 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 This statement relates to the Common Stock, no par value, 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. KO is the largest manufacturer and distributor of soft drink concentrates and syrups in the world. The Minute Maid Company (formerly known as Coca-Cola Foods), a division of The Coca-Cola Company, is the world's largest processor of packaged citrus products. Certain information with respect to the directors and executive officers of KO, Interamerican, Export and CC Argentina 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 KO, Interamerican, Export and CC Argentina nor, to the best of their knowledge, any director, executive officer or controlling person of KO, Interamerican, Export or CC Argentina 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 of KO, Interamerican, Export or CC Argentina or any director, executive officer or controlling person of KO, Interamerican, Export or CC Argentina was or is subject to a judgment, decree or final order enjoining future violations of, or - 7 - prohibiting or mandating activities subject to, or finding any violation with respect to federal or state securities laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended by adding the following: The funds used by Interamerican to acquire additional shares of Common Stock of Andina on February 21, 1997 as described in Item 4 of this Schedule 13D were obtained from the working capital of Interamerican. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended by adding the following: On February 21, 1997, Interamerican purchased from Andina for cash an additional 17,962,864 shares of Common Stock of Andina at a price per share equal to 2,264 Chilean pesos. These additional shares represent a portion of the shares which remained unpurchased by existing Andina stockholders who had preemptive rights by virtue of the issuance of shares of Common Stock of Andina to Bottling Investment Limited on December 17, 1996. Except as discussed herein or as previously disclosed in this Schedule 13D, none of KO, Export, Interamerican and CC Argentina has any plans or proposals which relate to or would result in: (i) The acquisition by any person of additional securities of Andina, or the disposition of securities of Andina; (ii) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Andina or any of its subsidiaries; (iii) A sale or transfer of a material amount of assets of Andina or of any of its subsidiaries; (iv) A change in the present board of directors or management of Andina, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) Any material change in the present capitalization or dividend policy of Andina; (vi) Any other material change in Andina's business or corporate structure; (vii) Changes in Andina's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Andina by any person; (viii) Causing a class of securities of Andina to be delisted from a national securities exchange or to cease to be authorized to be - 8 - quoted in an interdealer quotation system of a registered national securities association; (ix) A class of equity securities of Andina becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) Any action similar to any of those enumerated above. However, KO, Export, Interamerican or CC Argentina at any time may propose any of the foregoing which it considers desirable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended by adding the following: On February 21, 1997, Interamerican purchased from Andina for cash an additional 17,962,864 shares of Common Stock of Andina at a price per share equal to 2,264 Chilean pesos. These additional shares represent a portion of the shares which remained unpurchased by existing Andina stockholders who had preemptive rights by virtue of the issuance of shares of Common Stock of Andina to Bottling Investment Limited on December 17, 1996. Following the purchase of shares of Andina Common Stock on February 21, 1997, Interamerican owns directly 40,552,802 shares of Common Stock of Andina, and CC Argentina owns directly 1,410,062 shares of Common Stock of Andina. As described in Item 2 of this Schedule 13D, Export, Interamerican and CC Argentina are direct or indirect subsidiaries of KO, and CC Argentina is a direct subsidiary of Export. Thus, following the purchase of shares of Andina Common Stock on February 21, 1997, KO, CC Argentina, Interamerican and Export collectively beneficially own and have sole voting and dispositive power over an aggregate of 41,962,864 shares of Common Stock (or, after giving effect to the Reclassification (as previously defined and described in the Schedule 13D dated September 5, 1996), 41,962,864 shares of Class A Stock of Andina and 41,962,864 shares of Class B Stock of Andina), or approximately 11.04% of the outstanding capital stock of Andina. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended by adding the following: Exhibit 99.1 - Directors and Executive Officers - 9 - 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/ JAMES E. CHESTNUT James E. Chestnut Senior Vice President and Chief Financial Officer Date: February 21, 1997 COCA-COLA INTERAMERICAN CORPORATION By: /s/ JAMES E. CHESTNUT James E. Chestnut Vice President and Chief Financial Officer Date: February 21, 1997 THE COCA-COLA EXPORT CORPORATION By: /s/ JAMES E. CHESTNUT James E. Chestnut Senior Vice President and Chief Financial Officer Date: February 21, 1997 COCA-COLA DE ARGENTINA S.A. By: /s/ GLENN JORDAN Glenn Jordan President Date: February 21, 1997 - 11 - EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Directors and Executive Officers