UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

PEPSIAMERICAS, INC.

HOURLY 401(k) PLAN

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

PEPSIAMERICAS, INC.

4000 Dain Rauscher Plaza, 60 South Sixth Street

Minneapolis, Minnesota 55402

 

 

Contents

REQUIRED INFORMATION

The PepsiAmericas, Inc. Hourly 401(k) Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedule of the Plan for the two years ended December 31, 2007 and 2006, which have been prepared in accordance with the financial reporting requirements of ERISA, are included on pages F-2 through F-11 of this Form 11-K.

SIGNATURES

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

PepsiAmericas, Inc. Hourly 401(k) Plan

Financial Statements as of and for the Years Ended December 31,
2007 and 2006, Supplemental Schedule as of December 31, 2007
together with Report of Independent Registered Public
Accounting Firm

PepsiAmericas, Inc. Hourly 401(k) Plan

Contents

Report of Independent Registered Public Accounting Firm			F-1
Financial Statements:
Statements of Net Assets Available for Benefits			F-2
Statements of Changes in Net Assets Available for Benefits			F-3
Notes to Financial Statements			F-4
Supplemental Schedule:
Schedule H, Line 4(i) Schedule of Assets (Held at End of Year)			F-11
Exhibit Index			F-12
Consent of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Trust Committee of

  PepsiAmericas, Inc. Hourly 401(k) Plan

Minneapolis, Minnesota

We have audited the accompanying statement of net assets available for benefits of PepsiAmericas, Inc. Hourly 401(k) Plan (the “Plan”) as of December 31, 2007 and 2006 and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets of the Plan as of December 31, 2007 and 2006 and the changes in net assets for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ PLANTE & MORAN, PLLC

Elgin, Illinois
June 11, 2008

PepsiAmericas, Inc. Hourly 401(k) Plan

		December 31
		2007				2006
Assets:
Plan interest in PepsiAmericas, Inc. Defined Contribution Master Trust		$	117,240,906			$	103,736,301
Participant loans			4,739,000				4,241,601
Participant contributions receivable			—				127,440
Employer contributions receivable			—				71,276
Total assets			121,979,906				108,176,618
Liabilities:
Expenses payable			21,861				13,270
Net Assets Available for Benefits, at Fair Value			121,958,045				108,163,348
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(463,382	)			198,530
Net Assets Available for Benefits		$	121,494,663			$	108,361,878

The accompanying notes are an integral part of these financial statements.

PepsiAmericas, Inc. Hourly 401(k) Plan

Statements of Changes in Net Assets Available for Benefits

		Year Ended December 31
		2007				2006
Additions to Net Assets Attributed To:
Net investment income from the PepsiAmericas, Inc. Defined Contribution Master Trust		$	10,443,904			$	9,567,364
Interest income on participant loans			297,192				215,514
Contributions:
Participant:
Elective deferrals			7,070,929				6,497,058
Rollovers			418,850				1,040,289
Employer, net of forfeitures			3,589,375				3,574,165
Total additions, net			21,820,250				20,894,390
Deductions from Net Assets Attributed To:
Benefits paid to participants			8,041,155				8,991,954
Administrative expenses			98,724				74,941
Total deductions			8,139,879				9,066,895
Net Increase Before Plan Transfers			13,680,371				11,827,495
Transfers To Other Plans, Net			(547,586	)			(3,932,334	)
Increase in Net Assets			13,132,785				7,895,161
Net Assets Available for Benefits:
Beginning of year			108,361,878				100,466,717
End of year		$	121,494,663			$	108,361,878

The accompanying notes are an integral part of these financial statements.

PepsiAmericas, Inc. Hourly 401(k) Plan

1.		Description of the Plan
		The following brief description of the PepsiAmericas, Inc. Hourly 401(k) Plan (the “Plan”), provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions.
		General. The Plan is a defined contribution plan, which covers eligible employees of PepsiAmericas, Inc. (the “Company” or “Employer”) and those of its subsidiary companies which adopt the Plan. Any hourly employee who is a member of a group of employees to whom the Plan has been made available through collective bargaining, or through other unilateral employment requirements, and has elected to participate in the Plan is considered a participant. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
		Contributions. Participant contributions are made to the Plan through periodic payroll deductions. The maximum amount of total annual pretax contributions by a participant is subject to limitations under the Internal Revenue Code (“IRC”). The Plan permits participating Employers to select from a variety of features to offer a custom-tailored Plan to employee groups. The Employer may offer the Plan in the form of a pretax 401(k) savings plan or an after tax savings plan. A variety of employee/employer contribution arrangements are available and are in effect for various employee groups.
		Participants may also make rollover contributions to the Plan, provided the amount represents an eligible rollover distribution under the IRC. Rollover contribution amounts are 100 percent vested and nonforfeitable at all times.
		Forfeitures. Forfeited Employer contributions resulting from terminations of employment are used to reduce Employer contributions after a participant has been terminated or withdrawn from the Plan or to pay expenses of the Plan as determined by the Plan administrator. In the event a participant is rehired and reimburses the amount disbursed to him from the Plan within the time period specified in the Plan, the Employer is required to restore to the participant’s account any previously forfeited amount used to reduce Employer contributions.
		For the years ended December 31, 2007 and 2006, forfeited nonvested accounts totaled approximately $524,659 and $627,444, respectively.
		Plan Termination. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.
		Participant Accounts. Contributions, loans, earnings, losses, and expenses are allocated to each participant’s account in accordance with the terms of the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

PepsiAmericas, Inc. Hourly 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006

		Investment Options. Participants in the Plan have the right to direct the investment of their account balances and contributions into various investment options offered by the Plan’s Trust Committee as available for investment purposes. Investments of the Plan are held by Fidelity Management Trust Company (the “Trustee”), including an option to invest in the PepsiAmericas, Inc. Common Stock Fund.
		Vesting. Generally, participants will be 100 percent vested in Employer contributions and actual earnings thereon made after completion of 5 years of vesting service or upon retirement, death or disability.
		Participants are immediately vested in their voluntary contributions and actual earnings thereon.
		Payment of Benefits. On termination of service, a participant may elect to receive the vested value of his or her account in either a lump sum payment, in annual installments over a period of time up to a maximum of fifteen years, or disbursement amounts at their discretion.
		In 2006, the Plan was amended to allow distributions up to $100,000 to participants who sustained economic losses due to Hurricanes Katrina, Rita, and Wilma. Qualified participants were eligible to choose this distribution election prior to January 1, 2007.
		Expenses. External administrative expenses for the preparation and maintenance of the Plan’s financial records and participant statements, and service fees on insurance contracts are paid from Plan assets. Trustee, legal, and all other external expenses are also paid from Plan assets to the extent that those expenses of the Plan are not paid by the Employer.
		Participant Loans. In accordance with Plan provisions, loans are made to participants in amounts not to exceed the lesser of one half of the participant’s vested account balance or $50,000. The loans bear interest at the prime rate in effect when the loan is requested and are payable through participant payroll withholdings under a reasonable repayment schedule of not more than five years. The loans are secured by the balance in the participant’s account.
2.		Summary of Significant Accounting Policies
		Basis of Presentation. The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
		Investment Valuation and Income Recognition. The fair value of the Plan’s interest in the PepsiAmericas, Inc. Defined Contribution Master Trust (the “Master Trust”) is based on the beginning of year value of the Plan’s interest in the Master Trust plus actual contributions and allocated income less actual distributions and allocated losses. The investments in the Master Trust are stated at fair value. The fair values of marketable securities are based on quotations obtained from national securities exchanges. Where marketable securities are not listed on an exchange, quotations are obtained from

PepsiAmericas, Inc. Hourly 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006

		brokerage firms. Investment contracts with underlying fully benefit responsive investment contracts (commonly known as stable value funds) within the Master Trust are adjusted to contract value in the financial statements. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay Plan benefits. The fair value of the investment contracts is based on discounting the related cash flows of the underlying investment contracts based on current yields of similar instruments with comparable durations. Participant loans are recorded at book value, which approximates fair value.
		The Plan records investment transactions on a trade date basis. Dividends are recorded on the ex-dividend date.
		Benefits Paid to Participants. Benefits paid to participants are recorded when distributed.
		Transfers to Other Plans, Net. From time to time, participants in the Plan change roles and responsibilities within the Company and become eligible for other Company-sponsored plans. Accordingly, participant account balances are transferred between these Company-sponsored plans. During the years ended December 31, 2007 and 2006, the Plan transferred $547,586 and $3,932,334, respectively, to the PepsiAmericas, Inc. Salaried 401(k) Plan, net of transfers from the PepsiAmericas, Inc. Salaried 401(k) Plan.
		Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.
		Risks and Uncertainties. The Plan provides for various investment options in any combination of interests in registered investment companies, common stock and investment contracts. The underlying investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and amounts reported in the Plan’s financial statements.
		Recently Issued Accounting Pronouncements. In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” to provide enhanced guidance when using fair value to measure assets and liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements. SFAS No. 157 applies whenever other pronouncements require or permit assets or liabilities to be measured by fair value and, while not requiring new fair value measurements, may change current practices. SFAS No. 157 becomes

PepsiAmericas, Inc. Hourly 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006

		effective on January 1, 2008. The Company is currently evaluating the impact SFAS No. 157 will have on the Plan’s financial statements.
3.		Investment Contracts
		The PepsiAmericas RSP Fixed Income Fund (formerly the PRIMCO Stable Value Fund) is a fully benefit-responsive investment fund. The investment fund’s objective is to seek preservation of capital and provide a rate of return similar to market rates. To achieve this investment objective, the fund invests in investment contracts offered by major insurance companies and other approved financial institutions and in certain types of high-quality fixed income securities.
		The fund invests in both traditional guaranteed investment contracts (“GICs”) and wrapper contracts, also known as synthetic GICs. In a traditional GIC, the contract issuer takes a deposit from the fund and purchases investments. The contract issuer is contractually obligated to repay the principal and a guaranteed rate of interest to the fund.
		In a synthetic GIC, the underlying investments are held by the fund. The fund purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying investments, typically over the term of the investments, through adjustments to the future interest crediting rate. The issuer of the wrapper contract provides assurance that the adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. Wrapper contracts’ interest crediting rates are typically reset on a monthly or quarterly basis.
		The keys that could impact the future interest crediting rate for a wrapper contract include the following:

	•		The level of market interest rates;
	•		The amount and timing of participant contributions, transfers, and withdrawals from the wrapper contract;
	•		The investment returns generated by the fixed income investments that back the wrapper contract; and
	•		The duration of the underlying investments backing the wrapper contract.

		The aggregate average yield of the investment contracts for the years ended December 31, 2007 and 2006 was 5.1 percent for both years. The aggregate interest rate credited to participants for the investment contracts as of December 31, 2007 and 2006 was 4.7 percent and 5.0 percent, respectively.
		In certain circumstances, the amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include the following:

•

Termination of the Plan;

PepsiAmericas, Inc. Hourly 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006

	•		A material adverse change to the provisions of the Plan;
	•		Withdrawal from the wrapper contract; and
	•		A plan merger or spin-off where the terms of the successor plan do not meet the wrapper contract issuer’s criteria for issuance of a clone wrapper contract.

		In the Plan administrator’s opinion, the events described above that could result in the payment of benefits at market value rather than contract value are not probable of occurring in the foreseeable future.
4.		Interest in PepsiAmericas, Inc. Defined Contribution Master Trust
		Certain assets of the Plan are in the Master Trust, which was established for the investment of assets of the Plan and another Company-sponsored retirement plan. Each plan has an undivided interest in the Master Trust. The assets of the Master Trust are held by the Trustee. The Plan’s interest in the net assets of the Master Trust is based on the individual plan participants’ investment balances. Investment income is allocated on a daily basis through a valuation performed by the Trustee. Administrative expenses relating to the Master Trust are allocated to the individual funds based upon average monthly balances invested by each plan. At December 31, 2007 and 2006, the Plan’s interest in the net assets of the Master Trust was approximately 25 percent and 24 percent, respectively.

PepsiAmericas, Inc. Hourly 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006

     The following table presents the investments in the Master Trust as of December 31, 2007 and 2006:

		2007				2006
Investments at fair value:
Common stocks:
PepsiAmericas, Inc.		$	31,498,451			$	21,200,855
Other			927,432				747,296
Collective investment trusts			63,880,832				64,531,934
Registered investment companies			290,685,538				254,482,462
Investment contracts			86,674,641				86,423,559
Total Master Trust investments, at fair value			473,666,894				427,386,106
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(1,480,618	)			709,328
Total Master Trust investments		$	472,186,276			$	428,095,434

     The following table presents investment income for the Master Trust for the years ended December 31, 2007 and 2006:

		2007				2006
Net appreciation (depreciation) in fair value of investments:
Common stock		$	11,479,338			$	(2,313,637	)
Collective investment trusts			4,257,883				9,363,292
Registered investment companies			6,741,147				15,113,433
			22,478,368				22,163,088
Interest and dividends			22,905,032				18,384,967
Total investment income		$	45,383,400			$	40,548,055

PepsiAmericas, Inc. Hourly 401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006

5.		Tax Status
		The Internal Revenue Service has determined and informed the Company by a letter dated October 30, 2002, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receipt of the letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
6.		Differences Between Financial Statements and Form 5500
		The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2007 and 2006:

		2007				2006
Net assets available for benefits per the financial statements:		$	121,494,663			$	108,361,878
Adjustment from contract value to fair value for interest in PepsiAmericas, Inc. Defined Contribution Master Trust relating to fully benefit-responsive investment contracts			463,382				(198,530	)
Net assets available for benefits per the Form 5500		$	121,958,045			$	108,163,348

		Amounts related to fully benefit-responsive investment contracts are recorded on the Form 5500 at fair value and at contract value in the financial statements. Additionally, investment income on the Form 5500 for the years ended December 31, 2007 and 2006 was $661,912 higher and $198,530 lower, respectively, than the investment income recorded in the financial statements.
7.		Party-in-interest Transactions
		Certain Plan investments are shares of mutual funds managed by Fidelity Investments Institutional Services, Inc., an affiliate of the Trustee. Therefore, these transactions qualify as party-in-interest transactions. The Plan also allows investment in PepsiAmericas, Inc. Common Stock, which is a party-in-interest transaction exempt from prohibition by ERISA.

PepsiAmericas, Inc. Hourly 401(k) Plan

Schedule of Assets (Held at End of Year)
Form 5500, Schedule H, Line 4(i)
EIN 13-6167838, Plan Number 004
December 31, 2007

(a)		(b)		(c)		(d)		(e)
		Identity of Issuer		Description		Cost		Current Value
*		Participant loans		Interest rates from 4.0% to 9.5%		—		$	4,739,000