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): April 19, 2009
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
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| North Carolina
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1-1183
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13-1584302 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The information in this
Item 2.02 shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of a press
release issued by PepsiCo, Inc. (“PepsiCo”), dated April 20, 2009, reporting PepsiCo’s financial
results for the 12 weeks ended March 21, 2009.
Item 8.01. Other Events.
On April 20, 2009, PepsiCo issued a press release announcing a proposal to acquire the outstanding
shares of PepsiAmericas, Inc. (“PAS”) and The Pepsi Bottling Group, Inc. (“PBG”) that are not owned
by PepsiCo. The proposal was communicated on April 19, 2009 in separate letters from Indra K.
Nooyi, Chairman of the Board and Chief Executive Officer of PepsiCo, to the Boards of Directors of
PAS and PBG. The press release announcing the proposal, including the full text of the proposal
letters delivered to PAS and PBG, is attached as Exhibit 99.2 to this Current Report and is
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
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Press Release issued by PepsiCo, Inc., dated April 20, 2009, reporting PepsiCo’s financial
results for the 12 weeks ended March 21, 2009. |
| 99.2 |
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Press Release issued by PepsiCo, Inc., dated April 20, 2009, announcing a proposal to acquire
the outstanding shares of PAS and PBG. |