Attached files
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| EX-99.1 - EXHIBIT-99.1 - PEPSICO INC | dp16526_ex9901.htm |
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
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Date
of report (Date of earliest event reported): February 17,
2010
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PepsiCo,
Inc.
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(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
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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700
Anderson Hill Road
Purchase,
New York 10577
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (914)
253-2000
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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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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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other
Events.
On
February 17, 2010: (i) the stockholders of The Pepsi Bottling Group,
Inc. (“PBG”) approved
the adoption of the Agreement and Plan of Merger dated as of August 3, 2009
among PepsiCo, Inc. (the “Company”), PBG and Pepsi-Cola
Metropolitan Bottling Company, Inc., a wholly owned subsidiary of the Company
(“Metro”), (the “PBG Merger Agreement”) at
PBG’s Special Meeting of Stockholders held on that date; and (ii) the
stockholders of PepsiAmericas, Inc. (“PAS”) approved the adoption of
the Agreement and Plan of Merger dated as of August 3, 2009 among the Company,
PAS and Metro (the “PAS Merger
Agreement” and, together with the PBG Merger Agreement, the “Merger Agreements”) at PAS’
Special Meeting of Stockholders held on that date.
The
Merger Agreements provide that, upon the terms and subject to the conditions set
forth therein, PBG and PAS will be merged with and into Metro, with Metro
continuing as the surviving corporation and a wholly-owned subsidiary of the
Company.
The
Company hopes to close the acquisitions, which remain subject to regulatory
approvals and the satisfaction of other customary closing conditions, by the end
of February 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
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99.1
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Press Release
issued by PepsiCo,
Inc. on
February 17, 2010.
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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.
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PEPSICO,
INC.
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Date:
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February
17, 2010
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By:
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/s/
Thomas H. Tamoney, Jr.
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Name:
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Thomas
H. Tamoney, Jr.
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Title:
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Senior
Vice President, Deputy General Counsel and Assistant
Secretary
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press Release issued by PepsiCo,
Inc. on February 17, 2010.
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