Filed
by PepsiCo, Inc. pursuant to
Rule
425 of the Securities Act of 1933 and
deemed
filed pursuant to Rule 14a-6(b) of the
Securities
Exchange Act of 1934
Subject
Companies: The Pepsi Bottling Group, Inc.
Commission
File No.: 001-14893
and
PepsiAmericas,
Inc.
Commission
File No.: 001-15019
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 25,
2010
|
||
|
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):
|
þ
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
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
February 25, 2010, PepsiCo, Inc. (the “Company”) announced that
the U.S. Federal Trade Commission granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, for its previously announced acquisitions of The Pepsi Bottling Group,
Inc. and PepsiAmericas, Inc.
The
Company plans to close the acquisitions, which remain subject to the
satisfaction of other customary closing conditions, after market close on
February 26, 2010.
A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
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 February 25, 2010.
2
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:
|
February
26, 2010
|
By:
|
/s/
Thomas H. Tamoney, Jr.
|
||
|
Name:
|
Thomas
H. Tamoney, Jr.
|
||||
|
Title:
|
Senior
Vice President, Deputy General Counsel and Assistant
Secretary
|
||||
3
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
99.1
|
Press Release issued by PepsiCo,
Inc., dated February
25, 2010.
|
4
Purchase,
New
York Telephone: 914-253-2000 www.pepsico.com
|
Contact:
|
Investor
|
Media
|
|
Lynn
A. Tyson
|
Dave
DeCecco
|
|
|
Senior
Vice President, Investor Relations
|
Director,
Media Bureau
|
|
|
914-253-3035
|
914-253-2655
|
|
|
email:
lynn.tyson@pepsi.com
|
email:
david.dececco@pepsi.com
|
PepsiCo
Announces FTC Grant Of Early Termination Of Waiting Period Under HSR Act For
Bottler Acquisitions
PURCHASE, N.Y. – Feb. 25, 2010
– PepsiCo, Inc. (NYSE: PEP) today announced that the Federal Trade Commission
(FTC) has granted early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for its
previously announced acquisitions of The Pepsi Bottling Group, Inc. (NYSE: PBG)
and PepsiAmericas, Inc. (NYSE: PAS). In addition, on February 25,
2010, the FTC accepted a Consent Decree providing for the maintenance of the
confidentiality of certain information PepsiCo will obtain from Dr. Pepper
Snapple Group, Inc. (DPS) in connection with the manufacture and distribution of
certain DPS products after the acquisitions are completed. The
Consent Decree is subject to a 30-day public comment period and then final
acceptance by the FTC. However, there are no further regulatory
approvals required to complete the acquisitions. PepsiCo plans to
close the acquisitions, which remain subject to the satisfaction of other
customary closing conditions, after market close on February 26,
2010.
About
PepsiCo
PepsiCo offers the
world’s largest portfolio of billion-dollar food and beverage brands, including
19 different product lines that each generate more than $1 billion in
annual retail sales. Our main businesses – Frito-Lay, Quaker, Pepsi-Cola,
Tropicana and Gatorade – also make hundreds of other nourishing, tasty foods and
drinks that bring joy to our consumers in over 200 countries. With more than
$43 billion in 2009 revenues, PepsiCo employs approximately 203,000 people
who are united by our unique commitment to sustainable growth, called
Performance with Purpose. By dedicating ourselves to offering a broad array of
choices for healthy, convenient and fun nourishment, reducing our environmental
impact, and fostering a diverse and inclusive workplace culture, PepsiCo
balances strong financial returns with giving back to our communities worldwide.
For more information, please visit www.pepsico.com.
Statements in this
communication that are “forward-looking statements” are based on currently
available information, operating plans and projections about future events and
trends. They inherently involve risks and uncertainties that could cause actual
results to differ materially from those predicted in such forward-looking
statements. Such risks and uncertainties include, but are not limited to:
changes in demand for PepsiCo’s products, as a result of changes in consumer
preferences and
tastes or otherwise; damage to PepsiCo’s reputation; trade consolidation, the
loss of any key customer, or failure to maintain good relationships with
PepsiCo’s bottling partners; PepsiCo’s ability to hire or retain key employees
or a highly skilled and diverse workforce; unstable political conditions, civil
unrest or other developments and risks in the countries where PepsiCo operates;
changes in the legal and regulatory environment; PepsiCo’s ability to build and
sustain proper information technology infrastructure, successfully implement its
ongoing business process transformation initiative or outsource certain
functions effectively; unfavorable economic conditions and increased volatility
in foreign exchange rates; PepsiCo’s ability to compete effectively; increased
costs, disruption of supply or shortages of raw materials and other supplies;
disruption of PepsiCo’s supply chain; climate change or changes in legal,
regulatory or market measures to address climate change; PepsiCo’s ability to
consummate the mergers with The Pepsi Bottling Group, Inc. (PBG) and
PepsiAmericas, Inc. (PAS); PepsiCo’s ability to realize the full
extent of the benefits and cost savings expected from the mergers with PBG and
PAS; PepsiCo’s ability to realize the anticipated cost savings and other
benefits expected from the mergers with PBG and PAS; failure to renew collective
bargaining agreements or strikes or work stoppages; and any downgrade of
PepsiCo’s credit rating resulting in an increase of its future borrowing
costs.
For additional
information on these and other factors that could cause PepsiCo’s actual results
to materially differ from those set forth herein, please see PepsiCo’s filings
with the SEC, including its most recent annual report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place
undue reliance on any such forward-looking statements, which speak only as of
the date they are made. PepsiCo undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
# # #