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
May 7, 2009
Date of report (Date of earliest event reported)
PepsiAmericas, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-15019
(Commission
File Number)
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13-6167838
(IRS Employer
Identification No.) |
4000 RBC Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(612) 661-4000
(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))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 7, 2009, we entered into Amendment No. 2 to the rights agreement dated May 20, 1999, as
amended on August 18, 2000 (the “Rights Agreement”), with Wells Fargo Bank, N.A. as successor
rights agent (“Amendment No. 2”). Amendment No. 2 extends the “Final Expiration Date,” as defined
in the Rights Agreement, of the preferred stock purchase rights issued under the Rights Agreement
from May 20, 2009 to May 20, 2010. No other changes were made to the Rights Agreement.
For further information, please refer to the text of Amendment No. 2, which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into
this Item 3.03 by reference.
ITEM
8.01 OTHER EVENTS.
On May 7, 2009, we issued a press release announcing that we have informed PepsiCo that our
Board of Directors, based on the recommendation of the Transactions Committee, comprised of all
eight independent directors as defined by the shareholder agreement with PepsiCo, has unanimously
determined that PepsiCo’s non-binding proposal to acquire all of the outstanding shares of
PepsiAmericas’ common stock that are not already owned by PepsiCo for $11.64 in cash and 0.223
shares of PepsiCo common stock per PepsiAmericas common share is not acceptable and is not in the
best interest of our shareholders.
For further information, please refer to the text of such press release, which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) See “Exhibit Index.”