form8-a12b.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934

The Pepsi Bottling Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1145429
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

1 Pepsi Way Somers, New York	10589
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Series A Preferred Stock Purchase Rights		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. q

Securities Act registration statement file number to which this form relates: _____________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

On May 18, 2009, The Pepsi Bottling Group, Inc. simultaneously terminated its existing rights agreement and entered into a new Rights Agreement with Mellon Investor Services LLC, as Rights Agent. The terms of the new Rights Agreement are identical (except for new dates) to the terms of the prior rights agreement, as described in the Company’s 8-K filed on May 4, 2009, and incorporated by reference herein.

Item 2. Exhibits


Exhibit No.		Description and Method of Filing

4.1		Rights Agreement, dated as of May 18, 2009, between The Pepsi Bottling Group, Inc. and Mellon Investor Services LLC, as Rights Agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

	THE PEPSI BOTTLING GROUP, INC.

Date: May 22, 2009	By:	/s/ David Yawman
		Name: David Yawman
		Title: Vice-President, Associate
		General Counsel and
		Assistant Secretary

Exhibit Index


Exhibit No.		Description and Method of Filing

4.1		Rights Agreement, dated as of May 18, 2009, between The Pepsi Bottling Group, Inc. and Mellon Investor Services LLC, as Rights Agent.