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

Date of Report (Date of earliest event reported): August 3, 2009

THE PEPSI BOTTLING GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14893	13-4038356
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (914) 767-6000

Not Applicable

(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:

√ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

√ 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 1.01.                      Entry into a Material Definitive Agreement.

On August 3, 2009, PepsiCo, Inc., a North Carolina corporation (“PepsiCo”), The Pepsi Bottling Group, Inc., a Delaware corporation (the “Company”), and Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey corporation wholly-owned by the Company (“Metro”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will be merged with and into Metro (the “Merger”), with Metro continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of PepsiCo.  As of the effective time of the Merger, each outstanding share of common stock of the Company (each, a “Company Share”) that is not owned by Metro, PepsiCo or a subsidiary of PepsiCo or held by the Company as treasury stock will be cancelled and converted into the right to receive, at the holder’s election, either 0.6432 shares of common stock of PepsiCo or $36.50 in cash, without interest, subject to proration provisions which provide that an aggregate 50% of the outstanding Company Shares will be converted into the right to receive common stock of PepsiCo and an aggregate 50% of the outstanding Company Shares will be converted into the right to receive cash.

Consummation of the Merger is subject to various conditions, including the adoption of the Merger Agreement by the Company’s stockholders, the absence of legal prohibitions and the receipt of requisite regulatory approvals.  Consummation of the Merger is not subject to a financing condition.

The Merger Agreement contains certain termination rights for both PepsiCo, on the one hand, and the Company, on the other hand.  The Merger Agreement provides that, upon termination under specified circumstances, the Company would be required to pay PepsiCo a termination fee of $165.3 million.

The foregoing summary of the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference.

The Merger Agreement has been included to provide security holders with information regarding its terms.  It is not intended to provide any other factual information about PepsiCo or the Company.  The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders.  Security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of PepsiCo, the Company or Metro.  Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 3.03 Material Modification to Rights of Security Holders

In connection with the Merger Agreement, the Company entered into Amendment No. 1, dated as of August 3, 2009 (the “Amendment”), to the Rights Agreement, dated as of May 18, 2009, between the Company and Mellon Investor Services LLC (the “Rights Agreement”) amending certain provisions of the Rights Agreement in order to render the Rights Agreement inapplicable to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 8.01.              Other Events.

On August 4, 2009, PepsiCo, the Company, and PepsiAmericas, Inc. issued a joint press release. 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.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of August 3, 2009 among PepsiCo, Inc., The Pepsi Bottling Group, Inc. and Pepsi-Cola Metropolitan Bottling Company, Inc.
4.1	Amendment No. 1, dated as of August 3, 2009, to the Rights Agreement, dated as of May 18, 2009, between The Pepsi Bottling Group, Inc. and Mellon Investor Services LLC
99.1	Joint Press Release issued by PepsiCo, Inc., The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc., dated August 4, 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.
Date: August 4, 2009	By:	/s/  David Yawman
		Name:  David Yawman
		Title:    Vice President, Associate General Counsel and              Assistant Secretary