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
 
Date of report (Date of earliest event reported):  June 2, 2009
 
PepsiCo, Inc.
(Exact name of registrant as specified in charter)
 
North Carolina
1-1183
13-1584302
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
700 Anderson Hill Road
Purchase, New York 10577
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (914) 253-2000
 
N/A
(Former name or former address, if changed since last report)
 
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. below):
 
  x     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 8.01. Other Events.
 
On June 2, 2009, PepsiCo, Inc. issued a statement in connection with its proposals to acquire all of the outstanding shares of The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc. that it does not already own, which were publicly announced on April 20, 2009.

A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1  Press Release issued by PepsiCo, Inc., dated June 2, 2009.

 

 
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.


   
PEPSICO, INC.
  
       
Date:
June 3, 2009
  
By:
/s/ Thomas H. Tamoney, Jr.
  
       
Name:
Thomas H. Tamoney, Jr.
  
       
Title:
Senior Vice President, Deputy General Counsel and Assistant Secretary
  
 
 
 
 
 
INDEX TO EXHIBITS


Exhibit Number
Description
99.1
PepsiCo, Inc. press release, dated June 2, 2009.