As filed with the Securities and Exchange Commission on February 22, 2010

Registration No. 333-51324

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-4

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

PepsiAmericas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		2086 (Primary standard industrial classification code number)		13-6167838 (I.R.S. Employer Identification No.)

4000 RBC Plaza, 60 South Sixth Street
Minneapolis, Minnesota 55402
(Address, including Zip Code, of Principal Executive Offices)

ALEXANDER H. WARE		Copies to:
Executive Vice President and Chief Financial Officer PepsiAmericas, Inc. 4000 RBC Plaza, 60 South Sixth Street Minneapolis, Minnesota 55402 (612) 661-4000 (Name, address, including zip code, and telephone number, including area code, of Agent for Service)		BRIAN D. WENGER, ESQ. BRETT D. ANDERSON, ESQ. JEN RANDOLPH REISE, ESQ. Briggs and Morgan, P.A. 2200 IDS Center, 80 South 8th Street Minneapolis, Minnesota 55402 (612) 977-8400 (phone) (612) 977-8650 (fax)

     Approximate date of commencement of proposed sale to the public: Not applicable.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     If applicable, place an þ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

     Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

     Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-51324) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated August 3, 2009, by and among PepsiCo, Inc. (“PepsiCo”), the Registrant, and Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), the Registrant expects to merge into Metro, with Metro as the surviving company and a wholly-owned subsidiary of PepsiCo. Under the Merger Agreement, all outstanding shares of the Registrant’s common stock not held by PepsiCo or any of its subsidiaries, or with respect to which appraisal rights have been properly exercised and perfected under Delaware law, will be converted into the right to receive either 0.5022 of a share of PepsiCo common stock or, at the election of each stockholder of the Registrant, $28.50 in cash, without interest, in each case subject to certain proration procedures.

     As a result of the impending merger, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement on Form S-4 (File No. 333-51324) (the “Registration Statement”) and to deregister, as of the effective date of this Post-Effective Amendment, all of the securities of the Registrant remaining unsold under the Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly caused this Post-Effective Amendment to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on February 22, 2010.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert C. Pohlad   Robert C. Pohlad		Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer)		February 22, 2010
/s/ Alexander H. Ware   Alexander H. Ware		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 22, 2010
/s/ Timothy W. Gorman   Timothy W. Gorman		Senior Vice President and Controller (Principal Accounting Officer)		February 22, 2010
/s/ Herbert M. Baum   Herbert M. Baum		Director		February 22, 2010
/s/ Richard G. Cline   Richard G. Cline		Director		February 22, 2010
/s/ Michael J. Corliss   Michael J. Corliss		Director		February 22, 2010
/s/ Pierre S. du Pont   Pierre S. du Pont		Director		February 22, 2010
/s/ Archie R. Dykes   Archie R. Dykes		Director		February 22, 2010
/s/ Jarobin Gilbert, Jr.   Jarobin Gilbert, Jr.		Director		February 22, 2010

Signature		Title		Date
/s/ James R. Kackley   James R. Kackley		Director		February 22, 2010
/s/ Matthew M. McKenna   Matthew M. McKenna		Director		February 22, 2010
/s/ Deborah E. Powell   Deborah E. Powell		Director		February 22, 2010