8-K 1 y79072e8vk.htm FORM 8-K e8vk
 
 
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
September 16, 2009
Date of Report (Date of earliest event reported)
THE PEPSI BOTTLING GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
     
1-14893   13-4038356
(Commission File Number)   (IRS Employer Identification No.)
One Pepsi Way, Somers, NY 10589
(Address of Principal Executive Offices) (Zip Code)
(914) 767-6000
(Registrant’s telephone number, including area code)
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:
o   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.
 As previously disclosed, The Pepsi Bottling Group, Inc. (“PBG” or the “Company”) adopted the accounting provisions of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS 160”), which addresses the accounting and reporting framework for noncontrolling interests by a parent company. SFAS 160 also addresses disclosure requirements to distinguish between interests of the parent and interests of the noncontrolling owners of a subsidiary. SFAS 160 became effective in the first quarter of 2009.
 The provisions of SFAS 160 require that minority interest be renamed noncontrolling interests and that a company present a consolidated net income measure that includes the amount attributable to such noncontrolling interests for all periods presented. In addition, SFAS 160 requires reporting noncontrolling interests as a component of equity in our Consolidated Balance Sheets and below income tax expense in our Consolidated Statements of Operations. As required by SFAS 160, we retrospectively applied the presentation to our prior year balances in our Consolidated Financial Statements in our Form 10-Q for each of our first and second quarters of 2009.
 Based upon the effective date of SFAS 160, the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008 (the “2008 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2009, did not reflect the adoption of SFAS 160. This Current Report on Form 8-K is being filed to reflect the retrospective presentation in accordance with SFAS 160 that was not yet effective for the financial statements originally filed with the Company’s 2008 Form 10-K.
Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference herein, updates the following sections of the Company’s 2008 Form 10-K to give effect to the foregoing:
  •   Item 6: Selected Financial Data
 
  •   Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
  •   Item 8: Financial Statements and Supplementary Data (included in Item 7 — Management’s
            Financial Review — Financial Statements)
 
             — Notes to Consolidated Financial Statements
 
               — Report of Independent Registered Public Accounting Firm
 
  •   Item 15: Exhibits and Financial Statement Schedules
In addition, the information included in Note 21 — Subsequent Events has been revised to reflect PBG’s acceptance of the unsolicited offer and the definitive merger agreement with PepsiCo, Inc. (“PepsiCo”), under which PepsiCo will acquire all outstanding shares of PBG stock it does not already own.
Exhibit 12, which is incorporated by reference herein, sets forth a revised Computation of Ratio of Earnings to Fixed Charges to give effect to the foregoing.
Exhibit 99.2, which is incorporated by reference herein, sets forth revisions to Bottling Group, LLC’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, as filed with the SEC on February 20, 2009, to give effect to the foregoing.
All other information in the 2008 Form 10-K remains unchanged, in all material respects, and has not been updated for events or developments that occurred subsequent to the filing of the 2008 Form 10-K with the SEC.
The information in this Current Report on Form 8-K, including the information in Exhibits 12, 99.1 and 99.2 hereto and incorporated by reference herein, should be read together with the Company’s reports on Form 10-Q for the quarters ended March 21, 2009 and June 13, 2009 and the Company’s reports on Form 8-K.

 

 

Item 9.01. Financial Statements and Exhibits.
(a)   Not Applicable.
 
(b)   Not Applicable.
 
(c)   Not Applicable.
 
(d)   Exhibits:
     
Exhibit Number   Description
 
    
12
  Computation of Ratio of Earnings to Fixed Charges
 
    
23.1
  Consent of Deloitte & Touche LLP
 
    
23.2
  Consent of Deloitte & Touche LLP
 
    
99.1
  Part II, “Item 6 — Selected Financial Data;” Part II, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;” Part II, “Item 8 — Financial Statements and Supplementary Data;” Notes to Consolidated Financial Statements; and the Report of Independent Registered Public Accounting Firm; Part IV, “Item 15: Exhibits and Financial Statement Schedules” to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008
 
    
99.2
  Part II, “Item 6 — Selected Financial Data;” Part II, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;” Part II, “Item 8 — Financial Statements and Supplementary Data;” Notes to Consolidated Financial Statements; and the Report of Independent Registered Public Accounting Firm; Part III, “Item 11 — Executive Compensation;” Part IV, “Item 15: Exhibits and Financial Statement Schedules” to Bottling Group, LLC’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, which are incorporated by reference to Bottling Group, LLC’s Current Report on Form 8-K filed with the SEC on September 16, 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.
         
  THE PEPSI BOTTLING GROUP, INC.
      (Registrant)
 		  
Date: September 16, 2009  By:   /s/ David Yawman    
    (Signature)   
    David Yawman
Vice President, Associate General Counsel and
Assistant Secretary