UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

September 6, 2005

Date of report (Date of earliest event reported)

 

PepsiAmericas, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-15019

 

13-6167838

(State or other jurisdiction
of incorporation)

 

(Commission 
File Number)

 

(IRS Employer 
Identification No.)

 

4000 Dain Rauscher Plaza

60 South Sixth Street

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

 

(612) 661-3883

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Repurchases Pursuant to Trading Plan

 

On September 6, 2005, as part of our previously announced share repurchase program, we entered into a Rule 10b5-1 trading plan with Citigroup Global Markets, Inc.  Pursuant to the plan, we agreed to repurchase up to 2,000,000 shares.  From and including September 12, 2005 through December 31, 2005, the trading plan authorizes daily share repurchases equal to the lesser of (a) 50,000 shares, (b) the Exchange Act Rule 10b-18(b)(4) limit (25% of prior 4 weeks ADTV), and (c) 33% of the current trading day’s volume.  During each trading day of the above-referenced trading period, Citigroup Global Markets, Inc. will use its best efforts to effect a purchase or purchases of the above-referenced daily share repurchase amount.

 

The trading plan, which appears as Exhibit 10.1 to this report, is incorporated by reference in response to this Item 1.01.

 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

 

(c)           See “Exhibit Index.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PepsiAmericas, Inc.

 

 

 

 

Date: September 7, 2005

By:

/s/ Alexander H. Ware 

 

 

 

Alexander H. Ware

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

10.1                           Rule 10b5-1 Trading Plan between PepsiAmericas, Inc. and Citigroup Global Markets, Inc., dated September 6, 2005.

 

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