FORM SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101. Information to be Included in the Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a))
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
PepsiAmericas, Inc.
Common Stock, Par Value $0.01 Per Share, and associated Preferred Share Purchase Rights
(Title of Class of Securities)
(CUSIP Number)
Michael J. Reinarts
Vice President
Starquest Securities, LLC
Suite 3900
60 South Sixth Street
Minneapolis, MN 55402
(612) 661-3700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box o.
|
|
|
* |
|
The remainder of this cover page shall be filled out for a reporting persons 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).
(Continued on following pages)
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
71343P200 |
13D |
Page |
|
2 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Starquest Securities, LLC |
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
WC |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Minnesota
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,116,087 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,116,087 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,116,087 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
9.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
71343P200 |
13D |
Page |
|
3 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dakota Holdings, LLC |
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Minnesota
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,116,087 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,116,087 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,116,087 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
9.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
71343P200 |
13D |
Page |
|
4 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pohlad Companies |
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Minnesota
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
102 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,116,087 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
102 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,116,087 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,116,189 |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
9.7% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
71343P200 |
13D |
Page |
|
5 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert C. Pohlad |
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
863,322* |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
12,116,189 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
553,317** |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
12,116,189 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
12,979,511 * |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
10.3% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
|
|
|
|
* |
|
Includes 425,392 shares of common stock purchasable pursuant
to the exercise of options and 310,005 shares of common stock
underlying unvested restricted stock awards, over which the reporting
person has sole voting power but no dispositive power. |
|
** |
|
Includes 425,392 shares of common stock purchasable pursuant
to the exercise of options. |
Explanatory Statement
Starquest Securities, LLC, a Minnesota limited liability company (Starquest), Dakota
Holdings, LLC, a Minnesota limited liability company (Dakota), Pohlad Companies, a Minnesota
corporation (Pohlad Companies), and Robert C. Pohlad (collectively, the Reporting Persons)
hereby file this Amendment No. 5 to the Schedule 13D originally filed on January 5, 2006, and
amended on February 27, 2007, February 5, 2008, February 7, 2008 and March 4, 2008, with respect to
their beneficial ownership of shares of common stock, par value $0.01 per share, and associated
preferred share purchase rights (collectively, the Shares), of PepsiAmericas, Inc. (the Company
or PepsiAmericas), which class of securities is registered under Section 12(b) of the Securities
Exchange Act of 1934, as amended.
This amendment is being filed to report the issuance of a restricted stock award by the
Company to Robert C. Pohlad on February 26, 2009. In addition, this Schedule 13D reports other
changes in the ownership of Starquest and Dakota and the beneficial holdings of Robert C. Pohlad.
Items 2 and 5 of the Schedule 13D are hereby amended and restated.
Item 2. Identity and Background.
(a), (b) and (c) This statement is filed on behalf of the Reporting Persons. Starquests
members are (1) Dakota, (2) the Trust for Carl R. Pohlad Created Under the 2000 Amendment and
Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as amended, (3)
James O. Pohlad Trust Share of the 2000 Irrevocable Trust No. 1 of Carl R. Pohlad Created Under
Agreement Dated January 17, 2000, (4) Robert C. Pohlad Trust Share of the 2000 Irrevocable Trust
No. 1 of Carl R. Pohlad Created Under Agreement Dated January 17, 2000, and (5) William M. Pohlad
Trust Share of the 2000 Irrevocable Trust No. 1 of Carl R. Pohlad Created Under Agreement Dated
January 17, 2000. Dakota holds 100% of the Class A Units of Starquest, and in combination with its
Class B Units, holds a total of approximately 51.4% of the equity in Starquest. Class A Units
carry the same rights as Class B Units, with the exception that Class A Units carry voting rights
in Starquest. Therefore, Dakota possesses 100% of the voting rights and approximately 51.4% of the
equity of Starquest. Based on Dakotas ownership of Starquest, Dakota is the controlling member of
Starquest.
Dakotas members are (1) Pohlad Companies, (2) Robert C. Pohlad, (3) William M. Pohlad, (4)
James O. Pohlad, (5) Beverage Investment, LLC, a Minnesota limited liability company (Beverage
Investment), (6) James O. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl
R. Pohlad Created Under Agreement dated December 20, 1999, (7) Robert C. Pohlad Trust Share of the
1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement dated December 20,
1999, and (8) William M. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R.
Pohlad Created Under Agreement dated December 20, 1999. Pohlad Companies owns approximately 73.3%
of the Class A Units and approximately 73.3% of the Class B Units of Dakota. Class A Units carry
the same rights as Class B Units, with the exception that Class A Units carry voting rights in
Dakota. Pohlad Companies therefore possesses approximately 73.3% of the voting rights of Dakota
and approximately 73.3% of the equity in Dakota. Based on Pohlad Companies ownership of Dakota,
Pohlad Companies is the controlling member of Dakota.
Pohlad Companies shareholders are (1) Robert C. Pohlad, (2) William M. Pohlad and (3) James
O. Pohlad. Robert C. Pohlad, William M. Pohlad and James O. Pohlad each hold a one-third interest
in Pohlad Companies. Robert C. Pohlad, Chairman and Chief Executive Officer of PepsiAmericas, is
the President of Pohlad Companies. By virtue of his ownership of Pohlad Companies, Robert C.
Pohlad holds an indirect interest of approximately 24.4% in Dakota. Robert C. Pohlad holds a
direct interest of approximately 6.3% in Dakota. Beverage Investment holds approximately 7.1% of
Dakota. The
6
Revocable Trust of Robert C. Pohlad Created Under Agreement Dated August 9, 1991, As
Amended (the Robert C. Pohlad Trust) holds approximately 31.3% of Beverage Investment. By virtue of its
interest in Beverage Investment, the Robert C. Pohlad Trust holds an indirect interest of
approximately 2.2% of Dakota. Therefore, by virtue of his beneficial interest in the Robert C.
Pohlad Trust, Robert C. Pohlad has an additional indirect interest of approximately 2.2% in Dakota.
The Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad
Created Under Agreement dated December 20, 1999 holds approximately 0.28% of Dakota. Together with
his direct interest in Dakota, his indirect interest through Pohlad Companies, his indirect
interest through the Beverage Investment interest held by the Robert C. Pohlad Trust and his
indirect interest through the Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust
No. 1 of Carl R. Pohlad Created Under Agreement dated December 20, 1999, Robert C. Pohlad holds an
approximately 33.19% equity interest in Dakota, directly and indirectly. As noted above, Dakota
holds 100% of the voting rights and approximately 51.4% of the equity in Starquest.
Starquest, Dakota and Pohlad Companies are principally engaged as holding companies. The
principal business address of Starquest, Dakota, Pohlad Companies, Robert C. Pohlad and each of the
trusts discussed herein is Suite 3900, 60 South Sixth Street, Minneapolis, Minnesota 55402.
The name, residence or business address, principal occupation or employment, and the name,
principal business and address of the corporation or other organization in which such employment is
conducted, of (1) each executive officer and governor of Starquest, including Robert C. Pohlad, (2)
each executive officer and governor of Dakota, including Robert C. Pohlad, and (3) each executive
officer and director of Pohlad Companies, including Robert C. Pohlad, is set forth on Appendix I
attached hereto and incorporated herein by reference.
(d) During the last five years, none of the persons set forth in Appendix I has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons set forth in Appendix I was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each person set forth on Appendix I is a citizen of the United States.
Item 5. Interest in Securities of the Issuer.
(a) The responses of each Reporting Person to Items (11) and (13) on the cover pages
of this Schedule 13D are incorporated herein by reference. By virtue of its interest in Starquest,
Dakota may be deemed to beneficially own the shares held by Starquest. Such shares are included in
the beneficial ownership total of Dakota presented above. By virtue of their respective interests
in Dakota, Pohlad Companies and Robert C. Pohlad may be deemed to beneficially own the shares held
by Dakota. Such shares are included in the beneficial ownership total of Pohlad Companies and
Robert C. Pohlad presented above. By virtue of his interest in Pohlad Companies, Dakota and
Starquest Robert C. Pohlad may be deemed to beneficially own the shares held by Pohlad Companies,
Dakota and Starquest. Such shares are included in the beneficial ownership total of Robert C.
Pohlad presented above. See Appendix I attached hereto and incorporated herein by reference for
the beneficial ownership of each executive officer and governor of Starquest, each executive
officer and governor of Dakota and each executive officer and director of Pohlad Companies.
7
(b) The responses of each Reporting Person to Items (7) through (10) on the cover
pages of this Schedule 13D are incorporated herein by reference. By virtue of its interest in
Starquest, Dakota may
be deemed to beneficially own the shares held by Starquest. Such shares are included in the
beneficial ownership total of Dakota presented above. By virtue of their respective interests in
Dakota, Pohlad Companies and Robert C. Pohlad may be deemed to beneficially own the shares held by
Dakota. Such shares are included in the beneficial ownership total of Pohlad Companies and Robert
C. Pohlad presented above. By virtue of his interest in Pohlad Companies, Dakota and Starquest,
Robert C. Pohlad may be deemed to beneficially own the shares held by Pohlad Companies, Dakota and
Starquest. Such shares are included in the beneficial ownership total of Robert C. Pohlad
presented above. See Appendix I attached hereto and incorporated herein by reference for the
beneficial ownership of each executive officer and governor of Starquest, each executive officer
and governor of Dakota and each executive officer and director of Pohlad Companies.
(c) None. However, on June 23, 2008, Robert C. Pohlad gifted 200,000 shares of the
Companys common stock to the Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (GRAT),
which Robert C. Pohlad created for family estate planning purposes. Although Robert C. Pohlad
retains a pecuniary interest in such shares, he presently lacks voting power and dispositive power
over such shares. Hence, such shares are not included in the beneficial ownership total of Robert
C. Pohlad presented above. A portion of such shares will be transferred back to Robert C. Pohlad
upon each anniversary of the formation of the GRAT.
(d) None.
(e) Not applicable.
8
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.
|
|
|
|
|
|
Dated: March 3, 2009 |
Starquest Securities, LLC
|
|
|
|
By: |
/s/ Michael J. Reinarts
|
|
|
|
|
Michael J. Reinarts, Vice President |
|
|
|
|
|
|
Dated: March 3, 2009 |
Dakota Holdings, LLC
|
|
|
|
By: |
/s/ Michael J. Reinarts
|
|
|
|
|
Michael J. Reinarts, Vice President |
|
|
|
|
|
|
Dated: March 3, 2009 |
Pohlad Companies
|
|
|
|
By: |
/s/ Michael J. Reinarts
|
|
|
|
|
Michael J. Reinarts, Vice President |
|
|
|
|
|
|
Dated: March 3, 2009 |
/s/ Robert C. Pohlad
|
|
|
Robert C. Pohlad |
|
|
|
|
|
9
APPENDIX I
STARQUEST SECURITIES, LLC
The principal business address of each governor and executive officer of Starquest set forth
below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and
beneficial ownership of shares of PepsiAmericas, Inc. common stock for each governor and executive
officer of Starquest is set forth below.
GOVERNORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Beneficially |
|
|
Name |
|
Principal Occupation |
|
Owned |
|
Percentage |
Robert C. Pohlad
|
|
Vice President of Starquest and
Chairman and Chief Executive Officer of
PepsiAmericas, Inc.
|
|
|
|
(1) |
|
|
|
(2) |
James O. Pohlad
|
|
President and Chief Manager of Starquest
|
|
|
211,092 |
(3) |
|
|
* |
|
William M. Pohlad
|
|
Vice President of Starquest
|
|
|
211,092 |
(3) |
|
|
* |
|
Donald E. Benson
|
|
Executive Vice President of Starquest
|
|
|
0 |
|
|
|
|
|
Raymond W. Zehr, Jr.
|
|
Executive Vice President of Starquest
|
|
|
834 |
(4) |
|
|
|
|
Albert J. Colliani, Jr.
|
|
Governor of Starquest
|
|
|
0 |
|
|
|
|
|
EXECUTIVE OFFICERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Beneficially |
|
|
Name |
|
Principal Occupation |
|
Owned |
|
Percentage |
Robert C. Pohlad
|
|
Vice President of Starquest and
Chairman and Chief Executive Officer of
PepsiAmericas, Inc.
|
|
|
|
(1) |
|
|
|
(2) |
James O. Pohlad
|
|
President and Chief Manager of Starquest
|
|
|
211,092 |
(3) |
|
|
* |
|
William M. Pohlad
|
|
Vice President of Starquest
|
|
|
211,092 |
(3) |
|
|
* |
|
Donald E. Benson
|
|
Executive Vice President of Starquest
|
|
|
0 |
|
|
|
|
|
Raymond W. Zehr, Jr.
|
|
Executive Vice President of Starquest
|
|
|
834 |
(4) |
|
|
* |
|
Michael J. Reinarts
|
|
Vice President, Chief Financial
Officer, Treasurer and Secretary of
Starquest
|
|
|
0 |
|
|
|
|
|
|
|
|
* |
|
Represents less than one percent. |
|
(1) |
|
The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is
incorporated herein by reference. |
|
(2) |
|
The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is
incorporated herein by reference. |
|
(3) |
|
Includes 11,092 shares of common stock purchasable pursuant to the exercise of options and
200,000 shares owned by Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (GRAT).
James O. Pohlad and William M. Pohlad are the trustees of the GRAT, and so each may be deemed
to have voting and dispositive power over the shares owned by the GRAT. Does not include
shares of PepsiAmericas common stock in which such person has an indirect interest through his
interests in Starquest, Dakota or Pohlad Companies, which are set forth in Item 2 of this
Schedule 13D/A. |
|
(4) |
|
Includes 556 shares of common stock purchasable pursuant to the exercise of options. |
I-1
DAKOTA HOLDINGS, LLC
The principal business address of each governor and executive officer of Dakota set forth
below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and
beneficial ownership of shares of PepsiAmericas, Inc. common stock for each governor and executive
officer of Dakota is set forth below.
GOVERNORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Beneficially |
|
|
Name |
|
Principal Occupation |
|
Owned |
|
Percentage |
Robert C. Pohlad
|
|
President, Chief
Manager and Vice
President of Dakota and
Chairman and Chief
Executive Officer of
PepsiAmericas, Inc.
|
|
|
|
(1) |
|
|
|
(2) |
James O. Pohlad
|
|
Vice President of Dakota
|
|
|
211,092 |
(3) |
|
|
* |
|
William M. Pohlad
|
|
Vice President of Dakota
|
|
|
211,092 |
(3) |
|
|
* |
|
EXECUTIVE OFFICERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Beneficially |
|
|
Name |
|
Principal Occupation |
|
Owned |
|
Percentage |
Robert C. Pohlad
|
|
President, Chief
Manager and Vice
President of Dakota and
Chairman and Chief
Executive Officer of
PepsiAmericas, Inc.
|
|
|
|
(1) |
|
|
|
(2) |
James O. Pohlad
|
|
Vice President of Dakota
|
|
|
211,092 |
(3) |
|
|
* |
|
William M. Pohlad
|
|
Vice President of Dakota
|
|
|
211,092 |
(3) |
|
|
* |
|
Raymond W. Zehr, Jr.
|
|
Vice President of Dakota
|
|
|
834 |
(4) |
|
|
* |
|
Michael J. Reinarts
|
|
Vice President,
Treasurer and Secretary
of Dakota
|
|
|
0 |
|
|
|
|
|
|
|
|
* |
|
Represents less than one percent. |
|
(1) |
|
The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is
incorporated herein by reference. |
|
(2) |
|
The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is
incorporated herein by reference. |
|
(3) |
|
Includes 11,092 shares of common stock purchasable pursuant to the exercise of options and
200,000 shares owned by Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (GRAT).
James O. Pohlad and William M. Pohlad are the trustees of the GRAT, and so each may be deemed
to have voting and dispositive power over the shares owned by the GRAT. Does not include
shares of PepsiAmericas common stock in which such person has an indirect interest through his
interests in Starquest, Dakota or Pohlad Companies, which are set forth in Item 2 of this
Schedule 13D/A. |
|
(4) |
|
Includes 556 shares of common stock purchasable pursuant to the exercise of options. |
I-2
POHLAD COMPANIES
The principal business address of each director and executive officer of Pohlad Companies set
forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation
and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each director and
executive officer of Pohlad Companies is set forth below.
DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Beneficially |
|
|
Name |
|
Principal Occupation |
|
Owned |
|
Percentage |
Robert C. Pohlad
|
|
President of Pohlad Companies and Chairman
and Chief Executive Officer of
PepsiAmericas, Inc.
|
|
|
|
(1) |
|
|
|
(2) |
James O. Pohlad
|
|
Executive Vice President of Pohlad Companies
|
|
|
211,092 |
(3) |
|
|
* |
|
William M. Pohlad
|
|
Executive Vice President of Pohlad Companies
|
|
|
211,092 |
(3) |
|
|
* |
|
EXECUTIVE OFFICERS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Beneficially |
|
|
Name |
|
Principal Occupation |
|
Owned |
|
Percentage |
Robert C. Pohlad
|
|
President of Pohlad Companies and Chairman
and Chief Executive Officer of
PepsiAmericas, Inc.
|
|
|
|
(1) |
|
|
|
(2) |
James O. Pohlad
|
|
Executive Vice President of Pohlad Companies
|
|
|
211,092 |
(3) |
|
|
* |
|
William M. Pohlad
|
|
Executive Vice President of Pohlad Companies
|
|
|
211,092 |
(3) |
|
|
* |
|
Raymond W. Zehr, Jr.
|
|
Executive Vice President and Treasurer of
Pohlad Companies
|
|
|
834 |
(4) |
|
|
* |
|
Michael J. Reinarts
|
|
Vice President and Secretary of Pohlad
Companies
|
|
|
0 |
|
|
|
|
|
|
|
|
* |
|
Represents less than one percent. |
|
(1) |
|
The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is
incorporated herein by reference. |
|
(2) |
|
The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is
incorporated herein by reference. |
|
(3) |
|
Includes 11,092 shares of common stock purchasable pursuant to the exercise of options and
200,000 shares owned by Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (GRAT).
James O. Pohlad and William M. Pohlad are the trustees of the GRAT, and so each may be deemed
to have voting and dispositive power over the shares owned by the GRAT. Does not include
shares of PepsiAmericas common stock in which such person has an indirect interest through his
interests in Starquest, Dakota or Pohlad Companies, which are set forth in Item 2 of this
Schedule 13D/A. |
|
(4) |
|
Includes 556 shares of common stock purchasable pursuant to the exercise of options. |
I-3