-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Agu1F21g52Ei9AcoTOgxUZaaORqZFDTB/4/ws5oIHG+Cmy6xB8ZJXxcFaVvQMidW aYagUt4Cg6EBffPeAH3bXw== 0000950123-07-016271.txt : 20071205 0000950123-07-016271.hdr.sgml : 20071205 20071205114506 ACCESSION NUMBER: 0000950123-07-016271 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071205 DATE AS OF CHANGE: 20071205 GROUP MEMBERS: PEPSI-COLA BOTTLING COMPANY OF ST. LOUIS, INC. GROUP MEMBERS: PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC. GROUP MEMBERS: PEPSI-COLA OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSIAMERICAS INC/IL/ CENTRAL INDEX KEY: 0001084230 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 136167838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59971 FILM NUMBER: 071285848 BUSINESS ADDRESS: STREET 1: 4000 DAIN RAUSCHER PLAZA STREET 2: 60 SOUTH SIXTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-661-4000 MAIL ADDRESS: STREET 1: 4000 DAIN RAUSCHER PLAZA STREET 2: 60 SOUTH SIXTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: WHITMAN CORP/NEW/ DATE OF NAME CHANGE: 19990525 FORMER COMPANY: FORMER CONFORMED NAME: HEARTLAND TERRITORIES HOLDINGS INC DATE OF NAME CHANGE: 19990414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 SC 13D/A 1 y43346sc13dza.htm AMENDMENT NO. 6 TO SCHEDULE 13D SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)1
(Amendment No. 6)
PepsiAmericas, Inc.
 
(Name of Issuer)
COMMON STOCK,
PAR VALUE $0.01 PER SHARE
 
(Title of Class of Securities)
71343P200
 
(CUSIP Number)
Thomas H. Tamoney, Jr.
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Tel: (914) 253-3623
 
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 4, 2007
 
(Date of Event which Requires Filing of this Statement)
 
     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
1   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
          The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

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CUSIP No.
   71343P200   

 

           
1   NAME OF REPORTING PERSON

PepsiCo, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  North Carolina
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   57,263,870
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    57,263,870
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  57,263,870
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  44.0% – See Item 5
     
14   TYPE OF REPORTING PERSON
   
  CO

Page 2 of 16

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CUSIP No.
   71343P200   

 

           
1   NAME OF REPORTING PERSON

Pepsi-Cola Metropolitan Bottling Company, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New Jersey
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   36,713,824
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    36,713,824
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  36,713,824
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  28.2% – See Item 5
     
14   TYPE OF REPORTING PERSON
   
  CO

Page 3 of 16

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CUSIP No.
   71343P200  

 

           
1   NAME OF REPORTING PERSON

Pepsi-Cola Operating Company of Chesapeake and Indianapolis
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   10,578,951
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    10,578,951
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  10,578,951
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.1% – See Item 5
     
14   TYPE OF REPORTING PERSON
   
  CO

Page 4 of 16

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CUSIP No.
   71343P200  

 

           
1   NAME OF REPORTING PERSON

Pepsi-Cola Bottling Company of St. Louis, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Missouri
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   8,752,823
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    8,752,823
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,752,823
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.7% – See Item 5
     
14   TYPE OF REPORTING PERSON
   
  CO

Page 5 of 16

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Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.3: AGREEMENT BETWEEN PEPSICO, INC. AND MORGAN STANLEY & CO. INC.

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AMENDMENT NO. 6 TO SCHEDULE 13D
          This Amendment No. 6 amends the Report on Schedule 13D, originally filed on December 11, 2000 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on January 2, 2001 (“Amendment No. 1”), Amendment No. 2 thereto filed on December 3, 2002 (“Amendment No. 2”), Amendment No. 3 thereto filed on June 30, 2003 (“Amendment No. 3”), Amendment No. 4 thereto filed on August 23, 2007 (“Amendment No. 4”) and Amendment No. 5 thereto filed on November 19, 2007 (“Amendment No. 5” and, collectively with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share, and associated preferred rights (collectively, the “Common Stock”), of PepsiAmericas, Inc. (the “Company”) beneficially owned, directly or indirectly, by PepsiCo, Inc.
          Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D.
     Item 1. Security and Issuer.
          This statement relates to the Common Stock of the Company, a class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Company are located at 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402.
     Item 2. Identity and Background.
          (a) This Schedule 13D is being filed jointly on behalf of each of (i) PepsiCo, Inc. (“PepsiCo”), a North Carolina corporation, (ii) Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), a New Jersey corporation and wholly owned subsidiary of PepsiCo, (iii) Pepsi-Cola Operating Company of Chesapeake and Indianapolis (“Chesapeake”), a Delaware corporation and wholly owned subsidiary of PepsiCo and (iv) Pepsi-Cola Bottling Company of St. Louis, Inc. (“St. Louis”, together with PepsiCo, Metro and Chesapeake, the “Reporting Persons”), a Missouri corporation and wholly owned subsidiary of PepsiCo.
          Each Reporting Person is principally engaged as a holding company for various entities engaged in the beverage and snack food industries. The address of the principal business and the principal office of each Reporting Person is 700 Anderson Hill Road Purchase, NY 10577.

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          The name, business address, citizenship and present principal occupation or employment of each executive officer and director of each Reporting Person are set forth on Schedules A through D, respectively, attached hereto and incorporated herein by reference.
          In addition, Midland Bottling Co. (“Midland”), a Delaware corporation and wholly owned subsidiary of PepsiCo, principally engaged as a holding company for various entities engaged in the beverage and snack food industries, holds 794,115 shares in the Company and Beverages, Foods & Service Industries, Inc. (“BFSI”), a Delaware corporation and wholly owned subsidiary of PepsiCo, principally engaged as a holding company for various entities engaged in the beverage and snack food industries, holds 424,157 shares in the Company. The address of the principal business and the principal office of Midland and BFSI is 700 Anderson Hill Road, Purchase, NY 10577.
          (b) See (a) above.
          (c) See (a) above.
          (d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A through D attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).
          (e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A through D attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
          (f) See (a) above.
     Item 3. Source and Amount of Funds or Other Consideration.
          Not applicable.
     Item 4. Purpose of Transaction.
          (a) As previously reported in Amendment No. 5, the board of directors of PepsiCo has authorized a reduction in PepsiCo’s aggregate level of beneficial ownership of the Company over a multi-year period to no less than the level at the time of the Company’s merger with Whitman Corporation in November 2000 of approximately 37%. Such reduction in ownership is not intended to affect PepsiCo’s commercial or other relationships with the Company. PepsiCo management has discretion to determine the timing and manner of disposition of the Common Stock. Sales of Common Stock may be made in offerings registered under the Securities Act of 1933, as amended (the “Securities Act”), or in transactions exempt from registration under the Securities Act, including without limitation sales in accordance with Rule 144 under the Securities Act and privately negotiated transactions.
     The Reporting Persons are filing this Amendment No. 6 to report that PepsiCo has entered into a trading plan agreement with Morgan Stanley & Co. Incorporated dated as of December 4, 2007 (the “2008 Trading Plan Agreement”) providing for the disposition of up to 4,330,000 shares of Common Stock. See Item 6(b) below.
          (b) – (j) Not applicable.
     Item 5. Interest in Securities of the Issuer.
          (a) The Company reported that as of October 26, 2007, it had 130,182,449 outstanding shares of Common Stock. Percentage figures are based on this number of shares outstanding. For purposes of Rule 13d-3 promulgated under the Exchange Act:
  •   PepsiCo may be deemed to beneficially own 57,263,870 shares of Common Stock, or approximately 44.0% of the outstanding shares of Common Stock.
 
  •   Metro may be deemed to beneficially own 36,713,824 shares of Common Stock, or approximately 28.2% of the outstanding shares of Common Stock.

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  •   Chesapeake may be deemed to beneficially own 10,578,951 shares of Common Stock, or approximately 8.1% of the outstanding shares of Common Stock.
 
  •   St. Louis may be deemed to beneficially own 8,752,823 shares of Common Stock, or approximately 6.7% of the outstanding shares of Common Stock.
 
  •   Midland may be deemed to beneficially own 794,115 shares of Common Stock, or approximately 0.6% of the outstanding shares of Common Stock.
 
  •   BFSI may be deemed to beneficially own 424,157 shares of Common Stock, or approximately 0.3% of the outstanding shares of Common Stock.
          (b) By virtue of the relationships reported under Item 2 of this statement, PepsiCo may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned by each of Metro, Chesapeake, St. Louis, Midland and BFSI.
          (c) The Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.
          (d) By virtue of the relationships described in Item 2 of this statement, PepsiCo may be deemed to have the power to direct the receipt of dividends declared on the shares of Common Stock held by each of Metro, Chesapeake, St. Louis, Midland and BFSI and the proceeds from the sale of such shares of Common Stock.
          (e) Not applicable.
         
 
  Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
          (a) Amended Shareholder Agreement
          On September 6, 2005, PepsiCo and the Company entered into a Second Amended and Restated Shareholder Agreement (the “Amended Shareholder Agreement”), which amends and restates in its entirety that Amended and Restated Shareholder Agreement dated as of November 30, 2000 (the “Prior Agreement”) between PepsiCo and the Company. The material terms of the Prior Agreement were previously summarized under the heading “Amended and Restated PepsiCo Shareholder Agreement” under Item 6 of the Original 13D. The Amended Shareholder Agreement provides that PepsiCo and its affiliates may not own more than 49% of the outstanding Common Stock. Under the Prior Agreement, PepsiCo’s and its affiliates’ ownership of Common Stock was similarly limited to a maximum ownership percentage of 49% of the outstanding Common Stock, but the combined ownership of PepsiCo and its affiliates, together with Robert C. Pohlad, his affiliates and his family, was also limited to a maximum ownership percentage of 49.9% of the outstanding Common Stock. The primary purpose of the Amended Shareholder Agreement was to decouple the ownership limitations that previously applied to the aggregate ownership of PepsiCo and Mr. Pohlad, his affiliates and his family.
          Any acquisitions by PepsiCo that would cause the maximum ownership percentage to be exceeded continue to require the consent of either (1) a majority of the Company’s directors not affiliated with PepsiCo or (2) the Company’s shareholders not affiliated with PepsiCo, or must be made pursuant to an offer for all outstanding shares of Common Stock at a price meeting specific minimum-price criteria. The Amended Shareholder Agreement continues to specify that, during its term, none of PepsiCo or its affiliates may enter into any agreement or commitment with Mr. Pohlad, his affiliates or his family with respect to the holding, voting, acquisition or disposition of the Common Stock. The Amended Shareholder Agreement also continues to restrict certain transfers by PepsiCo and its affiliates that would result in a third party unaffiliated with PepsiCo owning greater than 20% of the outstanding shares of Common Stock.
          The foregoing description of the Amended Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Shareholder Agreement which is filed as an exhibit hereto, and is incorporated into this report by reference.
          (b) 2008 Trading Plan Agreement
     In connection with the matters described under Item 4(a), PepsiCo has entered into the 2008 Trading Plan Agreement. The 2008 Trading Plan Agreement is intended to satisfy the requirements of Rule 10b5-1(c)(1) under the Exchange Act.
     The 2008 Trading Plan Agreement provides for the sale of a maximum of 4,330,000 shares of Common Stock during the period January 2, 2008 through November 21, 2008. All 4,330,000 shares of Common Stock may not be sold during such period. Assuming sale of all 4,330,000 shares of Common Stock pursuant to the 2008 Trading Plan Agreement, PepsiCo would beneficially own 40.7% of the Common Stock. Sales of Common Stock in future periods would be necessary in order to reach the approximately 37% level of ownership at the time of the Whitman Corporation merger in 2000 referred to under Item 4(a).
     PepsiCo may dispose of shares of Common Stock otherwise than pursuant to the 2008 Trading Plan Agreement. The 2008 Trading Plan Agreement may be terminated by PepsiCo at any time.
     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2008 Trading Plan Agreement which is filed as an exhibit hereto, and is incorporated into this report by reference.

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     Item 7. Material to be Filed as Exhibits.
     
Exhibit 99.1:
  Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 4).
 
    
Exhibit 99.2:
  Second Amended and Restated Shareholder Agreement dated as of September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc. (incorporated by reference to Exhibit 99.2 to Amendment No. 4).
 
    
Exhibit 99.3:
  Agreement between PepsiCo, Inc. and Morgan Stanley & Co. Incorporated dated as of December 4, 2007 [portions of this exhibit have been omitted pursuant to a request for confidential treatment].

Page 9 of 16

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SIGNATURES
          After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 5, 2007
         
  PEPSICO, INC.
 		  
  By:   /s/ Thomas H. Tamoney, Jr.    
    Name:   Thomas H. Tamoney, Jr.   
    Title:   Vice President, Deputy General Counsel and Assistant Secretary   
 
 
PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC.

 		  
  By:   /s/ Thomas H. Tamoney, Jr.    
    Name:   Thomas H. Tamoney, Jr.   
    Title:   Vice President and Assistant Secretary   
 
 
PEPSI-COLA OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS

 		  
  By:   /s/ Thomas H. Tamoney, Jr.    
    Name:   Thomas H. Tamoney, Jr.   
    Title:   Vice President and Assistant Secretary   
 
 
PEPSI-COLA BOTTLING COMPANY OF ST. LOUIS, INC.

 		  
  By:   /s/ Thomas H. Tamoney, Jr.    
    Name:   Thomas H. Tamoney, Jr.   
    Title:   Vice President and Assistant Secretary   
 

Page 10 of 16

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EXHIBIT INDEX
     
Exhibit   Exhibit
Number   Name
 
    
99.1
  Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 4).
 
    
99.2
  Second Amended and Restated Shareholder Agreement dated as of September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc. (incorporated by reference to Exhibit 99.2 to Amendment No. 4).
 
    
99.3
  Agreement between PepsiCo, Inc. and Morgan Stanley & Co. Incorporated dated as of December 4, 2007 [portions of this exhibit have been omitted pursuant to a request for confidential treatment].

Page 11 of 16

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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSICO, INC.
     The following is a list of the directors and executive officers of PepsiCo, Inc. (“PepsiCo”), setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo and each individual is a United States citizen.
         
Name   Business Address   Present Principal Occupation
Peter A. Bridgman
  PepsiCo, Inc.   Senior Vice President and Controller
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Albert P. Carey
  PepsiCo, Inc.   CEO and President, Frito-Lay North
 
  700 Anderson Hill Road   America
 
  Purchase, NY 10577    
 
        
John C. Compton
  PepsiCo, Inc.   CEO, PepsiCo Americas Foods
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Massimo F. d’Amore
  PepsiCo, Inc.   CEO, PepsiCo Americas Beverages
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Dina Dublon*
  PepsiCo, Inc.   Former Executive Vice President
 
  700 Anderson Hill Road   and Chief Financial Officer of
 
  Purchase, NY 10577   JPMorgan Chase
 
        
Victor J. Dzau*
  PepsiCo, Inc.   Chancellor for Health Affairs at
 
  700 Anderson Hill Road   Duke University and President and
 
  Purchase, NY 10577   CEO of the Duke University Health
 
      System
 
        
Richard Goodman
  PepsiCo, Inc.   Chief Financial Officer
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Ray L. Hunt*
  PepsiCo, Inc.   Chief Executive Officer of Hunt
 
  700 Anderson Hill Road   Oil Company and Chairman, Chief
 
  Purchase, NY 10577   Executive Officer and President,
 
      Hunt Consolidated, Inc.
 
        
Alberto Ibargüen*
  PepsiCo, Inc.   President and Chief Executive
 
  700 Anderson Hill Road   Officer of the John S. and James
 
  Purchase, NY 10577   L. Knight Foundation
 
        
Hugh F. Johnston
  PepsiCo, Inc.   President, Pepsi-Cola North America
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Charles Maniscalco
  PepsiCo, Inc.   CEO, Quaker-Tropicana-Gatorade
 
  700 Anderson Hill Road   North America
 
  Purchase, NY 10577    

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Name   Business Address   Present Principal Occupation
Arthur C. Martinez*
  PepsiCo, Inc.   Former Chairman of the Board,
 
  700 Anderson Hill Road   President and Chief Executive
 
  Purchase, NY 10577   Officer of Sears, Roebuck and Co.
 
        
Matthew M. McKenna
  PepsiCo, Inc.   Senior Vice President, Finance
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Indra K. Nooyi*
  PepsiCo, Inc.   Chairman and CEO
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Lionel L. Nowell III
  PepsiCo, Inc.   Senior Vice President and Treasurer
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Sharon Percy Rockefeller*
  PepsiCo, Inc.   President and Chief Executive
 
  700 Anderson Hill Road   Officer WETA Public Stations
 
  Purchase, NY 10577    
 
        
James J. Schiro*
  PepsiCo, Inc.   Chief Executive Officer of Zurich
 
  700 Anderson Hill Road   Financial Services
 
  Purchase, NY 10577    
 
        
Larry D. Thompson
  PepsiCo, Inc.   Senior Vice President Government
 
  700 Anderson Hill Road   Affairs, General Counsel and
 
  Purchase, NY 10577   Secretary
 
        
Cynthia M. Trudell
  PepsiCo, Inc.   Senior Vice President and Chief
 
  700 Anderson Hill Road   Personnel Officer
 
  Purchase, NY 10577    
 
        
Daniel Vasella*†
  PepsiCo, Inc.   Chairman of the Board and Chief
 
  700 Anderson Hill Road   Executive Officer of Novartis AG
 
  Purchase, NY 10577    
 
        
Michael D. White*
  PepsiCo, Inc.   Vice-Chairman of PepsiCo and CEO,
 
  700 Anderson Hill Road   PepsiCo International
 
  Purchase, NY 10577    
 
*   Director
 
†   Daniel Vasella is a Swiss citizen.

Page 13 of 16

Table of Contents

SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC.
     The following is a list of the directors and executive officers of Pepsi-Cola Metropolitan Bottling Company, Inc., setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.
         
Name   Business Address   Present Principal Occupation
Kathryn L. Carson
  PepsiCo, Inc.   Vice President and Associate
 
  700 Anderson Hill Road   General Counsel
 
  Purchase, NY 10577    
 
        
Christine Griff*
  PepsiCo, Inc.   Director, Tax Planning
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Thomas H. Tamoney, Jr.*
  PepsiCo, Inc.   Vice President, Deputy General
 
  700 Anderson Hill Road   Counsel and Assistant Secretary
 
  Purchase, NY 10577    
 
        
J. Darrell Thomas*
  PepsiCo, Inc.   Vice President and Assistant
 
  700 Anderson Hill Road   Treasurer
 
  Purchase, NY 10577    
 
*   Director

Page 14 of 16

Table of Contents

SCHEDULE C
EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSI-COLA OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS
     The following is a list of the directors and executive officers of Pepsi-Cola Operating Company of Chesapeake and Indianapolis, setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.
         
Name   Business Address   Present Principal Occupation
Kathryn L. Carson
  PepsiCo, Inc.   Vice President and Associate
 
  700 Anderson Hill Road   General Counsel
 
  Purchase, NY 10577    
 
        
Christine Griff*
  PepsiCo, Inc.   Director, Tax Planning
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Thomas H. Tamoney, Jr.*
  PepsiCo, Inc.   Vice President, Deputy General
 
  700 Anderson Hill Road   Counsel and Assistant Secretary
 
  Purchase, NY 10577    
 
        
J. Darrell Thomas*
  PepsiCo, Inc.   Vice President and Assistant
 
  700 Anderson Hill Road   Treasurer
 
  Purchase, NY 10577    
 
*   Director

Page 15 of 16

Table of Contents

SCHEDULE D
EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSI-COLA BOTTLING COMPANY OF ST. LOUIS, INC.
     The following is a list of the directors and executive officers of Pepsi-Cola Bottling Company of St. Louis, Inc., setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.
         
Name   Business Address   Present Principal Occupation
Kathryn L. Carson
  PepsiCo, Inc.   Vice President and Associate
 
  700 Anderson Hill Road   General Counsel
 
  Purchase, NY 10577    
 
        
Christine Griff*
  PepsiCo, Inc.   Director, Tax Planning
 
  700 Anderson Hill Road    
 
  Purchase, NY 10577    
 
        
Thomas H. Tamoney, Jr.*
  PepsiCo, Inc.   Vice President, Deputy General
 
  700 Anderson Hill Road   Counsel and Assistant Secretary
 
  Purchase, NY 10577    
 
        
J. Darrell Thomas*
  PepsiCo, Inc.   Vice President and Assistant
 
  700 Anderson Hill Road   Treasurer
 
  Purchase, NY 10577    
 
*   Director

Page 16 of 16

EX-99.3 2 y43346exv99w3.htm EX-99.3: AGREEMENT BETWEEN PEPSICO, INC. AND MORGAN STANLEY & CO. INC. EX-99.3
 

EXHIBIT 99.3
Agreement between PepsiCo, Inc. and Morgan Stanley & Co. Incorporated
dated as of December 4, 2007
[portions of this exhibit have been omitted pursuant to a request for confidential treatment].
PEPSICO, INC.
700 Anderson Hill Road
Purchase, NY 10577
December 4, 2007
Ms. Marian Kelly
Morgan Stanley
1585 Broadway
New York, NY 10036
Dear Ms. Kelly:
This agreement authorizes Morgan Stanley & Co. Incorporated (“Morgan Stanley”) to sell shares of PepsiAmericas, Inc. (“PAS”) common stock (“Common Stock”) on behalf of PepsiCo, Inc. and its affiliates (collectively, “PepsiCo”) from time-to-time, in open-market transactions, pursuant to the 10b5-1 Trading Plan (the “Trading Plan”) attached as Exhibit A, which covers the period from January 2, 2008 through November 21 , 2008 (the “Plan Period”).
1. Shares of Common Stock must be sold in accordance with the share amounts stated on the attached 10b5-1 Trading Plan.
 
2. Sales can be made on any national securities exchange.
 
3. Morgan Stanley shall provide price and volume information daily with respect to each sale executed on PepsiCo’s behalf.
 
4. PepsiCo shall, upon Morgan Stanley’s request from time to time in order to execute sales hereunder, deliver shares of Common Stock to be sold pursuant to this agreement to an account at Morgan Stanley in the name of and for the benefit of PepsiCo (the “Plan Account”). To the extent that any Common Stock remains in the Plan Account after the end of the Plan Period, Morgan Stanley agrees to promptly return such Common Stock to PepsiCo’s transfer agent.
 
5. All sales executed by Morgan Stanley on behalf of PepsiCo shall be effected in accordance with the parameters contained in the Trading Plan attached as Exhibit A.

 

6. Trades will be executed at a commission rate of $[*] per share. Cumulative commissions for each period will be paid based on the above rate 35 days after the end of each trading period.*
 
7. The parties intend that this agreement comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In particular, PepsiCo represents that, as of the date hereof, it is not aware of any material, nonpublic information about PAS or its securities and is entering into this agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act. During the term of this agreement, PepsiCo agrees that it will not communicate any material, nonpublic information about PAS or its securities to any Morgan Stanley personnel involved in the execution of the sales of Common Stock pursuant to this agreement.
 
8. Morgan Stanley agrees to conduct all sales pursuant to this agreement in accordance with the manner of sale requirement of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and in no event shall Morgan Stanley effect any sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming Morgan Stanley’s sales under this agreement are the only shares subject to that limitation. PepsiCo represents and warrants to Morgan Stanley that the shares of Common Stock to be sold hereunder are eligible for sale pursuant to Rule 144 under the Securities Act. In accordance with the requirements of Rule 144 under the Securities Act, prior to the initiation of any sales pursuant to this agreement during any period specified in the Trading Plan, PepsiCo will cause to be transmitted to the U.S. Securities and Exchange Commission a Form 144 covering the maximum number of shares that can be sold during such period.
 
9. PepsiCo acknowledges and agrees that it does not have authority, influence or control over any sales of Common Stock effected by Morgan Stanley pursuant to this agreement, and will not attempt to exercise any authority, influence or control over such sales. Morgan Stanley agrees that it will effect the sales in accordance with and as permitted by the Trading Plan. Morgan Stanley agrees not to seek advice from PepsiCo with respect to the manner in which it effects its sales pursuant to this agreement. In the event that PepsiCo determines that Morgan Stanley has sold a number of shares that is inconsistent with the trading grid, PepsiCo agrees to notify Morgan Stanley prior to 12:01pm New York Time on the first Trading Day following the end of the Trading Week in which such inconsistency occurred. If PepsiCo does not timely provide such notification to Morgan Stanley, PepsiCo agrees that it shall not hold Morgan Stanley liable for any trading errors which may have occurred during the prior Trading Week, other than errors that involve non-compliance with paragraph 8 of this agreement. For purposes of the
 
*   Certain confidential information has been omitted from the table above, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

 

  foregoing, (i) a “Trading Day” shall be any day during the Plan Period that the New York Stock Exchange (the “Principal Market”) is open for business and the Stock trades regular way on the Principal Market and (ii) a “Trading Week” shall be any calendar week that contains one or more Trading Days.
 
10.  The Trading Plan and this agreement may be terminated by PepsiCo at any time.
 
11.  This agreement may not be assigned or delegated, whether by merger, consolidation or otherwise, by Morgan Stanley without PepsiCo’s consent.
 
12.  Morgan Stanley will maintain the confidentiality of this Trading Plan and agreement and will not disclose any details hereof to any person or entity, except: (i) to employees of Morgan Stanley who have a legitimate business reason to know such information and (ii) to any governmental agency having jurisdiction over Morgan Stanley.
 
13.  This agreement shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by PepsiCo and Morgan Stanley.

Please indicate your acceptance and agreement by signing this agreement and returning it to us.

 
Sincerely,
 
PEPSICO, INC.
 
By:  /s/ J. Darrell Thomas
 
Name: J. Darrell Thomas
Title: Vice President & Assistant Treasurer
 
ACCEPTED AND AGREED TO
 
Morgan Stanley & Co. Incorporated
 
By:  /s/ Marian Kelly
 
Name: Marian Kelly
Title: Executive Director

 

EXHIBIT A*

PAS Share Sale - Annual Trading Plan

10b5-1 Trading Plan for Sale of PAS Shares
January 2, 2008 through November 21, 2008
Aggregate Trading Plan Capped at 4,330,000 PAS Shares

GENERAL INSTRUCTIONS:

1. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, SALES OF PAS SHARES SHALL NOT
EXCEED APPLICABLE SEC VOLUME LIMITATIONS

2. MORGAN STANLEY TO USE ITS DISCRETION TO ACHIEVE BEST PRICE FOR SALES DURING THE PERIODS SET FORTH
BELOW

3. NO PAS SHARES TO BE SOLD BELOW $[*] PER SHARE

PAS TRADING PLAN FOR PERIOD 01/02/2008 — 02/22/2008

       
PAS Shares To Be Sold in Period (Subject To Instructions Set Forth Above)
  [*]
Morgan Stanley will not sell more than [*]% of [*] shares in any given week during the period

PAS TRADING PLAN FOR PERIOD 03/24/2008 — 05/16/2008

       
PAS Shares To Be Sold in Period (Subject To Instructions Set Forth Above)
  [*]
Morgan Stanley will not sell more than [*]% of [*] shares in any given week during the period

PAS TRADING PLAN FOR PERIOD 06/16/2008 — 08/08/2008

       
PAS Shares To Be Sold in Period (Subject To Instructions Set Forth Above)
  [*]
Morgan Stanley will not sell more than [*]% of [*] shares in any given week during the period

PAS TRADING PLAN FOR PERIOD 09/08/2008 — 11/21/2008

       
PAS Shares To Be Sold in Period (Subject To Instructions Set Forth Above)
  [*]
Morgan Stanley will not sell more than [*]% of [*] shares in any given week during the period
 
    
Notes:
    
1) Morgan Stanley will be paid a flat $[*] per share for all PAS shares sold
 
    
*   Certain confidential information has been omitted from the table above, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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