CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Punch Card Capital, L.P.
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
OO
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Delaware
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
2
CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Punch Card Capital, LLC
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Delaware
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
3
CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Norbert H. Lou
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
PF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
United States
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
4
CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Arnhold and S. Bleichroeder Advisers, LLC
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
OO
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Delaware
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
IA
|
5
CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Duma Master Fund, L.P.
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
OO
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Cayman Islands
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
6
CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Duma Capital Partners, L.P.
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Delaware
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
|
7
CUSIP No. 74838Y20
1.
|
Names of Reporting Persons.
|
Nadeem Walji
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
4.
|
Source of Funds (See Instructions)
|
PF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization:
|
Canada
|
Number of
|
7. Sole Voting Power:
|
0
|
Shares
|
|
|
Beneficially
|
8. Shared Voting Power:
|
|
Owned by
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
Person with:
|
|
|
|
10. Shared Dispositive Power:
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
8
Items 3, 4 and 5 of the statement on Schedule 13D relating to the Class B shares, without par value (the Shares) of Quilmes Industrial (Quinsa), Société Anonyme, a Luxembourg corporation (Quinsa) previously filed by (i) Punch Card Capital, L.P., a Delaware limited partnership (Punch Card), as a result of its direct ownership of Shares and of American Depositary Shares, each representing two Shares (ADSs), (ii) Arnhold and S. Bleichroeder Advisers, LLC, a Delaware limited liability company (ASB), as a result of having management and control over certain client accounts holding ADSs, (iii) Duma Master Fund, L.P. (Duma), a Cayman Islands exempt limited partnership, as a result of its direct ownership of ADSs, (iv) Punch Card Capital, LLC, a Delaware limited liability company (Punch Card GP), as a
result of being the sole general partner of Punch Card, (v) Norbert H. Lou, as a result of being the sole Managing Member of the Punch Card GP, as a result of directly beneficially owning Shares, and as a result of his relationships with certain family members that directly beneficially own Shares, (vi) Duma Capital Partners, L.P., a Delaware limited partnership, as a result of being the investment manager of Duma (Duma IM), and (vii) Nadeem Walji, as a result of being the Chief Investment Officer of Duma IM and as a result of directly beneficially owning Shares (Punch Card, Punch Card GP, Mr. Lou, ASB, Duma, Duma IM and Mr. Walji, are collectively referred to as the Reporting Persons) is hereby amended as follows.
Item 3. Source and Amount of Funds or Other Consideration
No change except for the addition of the following:
ASBs client accounts invested a total of approximately $___ million to purchase the ADSs reported in Item 5(c). Such funds were drawn from investment funds in such client accounts and, in certain cases, were purchased on margin pursuant to margin account arrangements on standard terms and conditions.
Item 4. Purpose of Transaction
No change except for the addition of the following:
In accordance with the agreements between Companhia de Bebidas das Américas AmBev (AmBev) and each of Punch Card GP, ASB and Duma previously reported in amendment No. 1 to this statement on Schedule 13D, each of the Reporting Persons tendered of all the ADSs and Shares beneficially owned by such persons to AmBev in connection with AmBevs tender offer for all outstanding ADSs and Shares which expired on February 11, 2008. On February 12, 2008, AmBev announced that it had accepted for purchase all Shares and ADSs tendered in such offer.
In accordance with the agreements described above, each of Punch Card GP, ASB and Duma agreed that it would not purchase or sell any Shares or ADSs at any time during the period commencing on the date of the sale of the ADSs and Shares pursuant AmBevs tender offer and terminating five years thereafter.
Item 5. Interest in Securities of the Issuer
No change except for the addition of the following:
9
(a) As of the date of this statement, none of the Reporting Persons beneficially own any Shares.
(c) Since January 2, 2008, none of the Reporting Persons have effected any transactions in the ADS or Shares, except for the acquisitions as set forth on Schedule A and the Reporting Persons tender of all ADSs and Shares beneficially owned to AmBev in connection with AmBevs tender offer for all outstanding ADSs and Shares which expired on February 11, 2008.
(e) On February 12, 2008, each of the Reporting Persons ceased to be a beneficial owner of any Shares or ADSs.
10
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: February 13, 2008
|
|
/s/ Norbert Lou
Norbert Lou, individually and as Managing
Member of Punch Card Capital, LLC, the general partner of Punch Card Capital, L.P.
|
11
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: February 13, 2008
|
|
/s/ Mark Goldstein
Mark Goldstein, Senior Vice President
Arnhold and S. Bleichroeder Advisers, LLC
|
12
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: February 13, 2008
|
|
/s/ Nadeem Walji
Nadeem Walji, individually and as Chief Investment Officer of Duma Capital Partners, L.P., investment manager of Duma Master Fund, L.P.
|
13
Schedule A
Transactions in the ADSs effected by ASBs clients since January 3, 2008
(all purchases effected on the New York Stock Exchange)
TRADE DATE
|
QUANTITY
|
PRICE
|
01/10/08
|
100
|
81.75
|
01/11/08
|
4,400
|
81.91
|
01/22/08
|
3,759
|
91.945
|
01/23/08
|
11,741
|
81.995
|
01/29/08
|
560
|
82.12
|
01/30/08
|
1,880
|
82.20
|
01/31/08
|
8
|
82.20
|
02/01/08
|
166
|
82.20
|
02/04/08
|
285
|
82.20
|
02/06/08
|
23
|
82.20
|
02/07/08
|
1,100
|
81.98
|
14