8-K

 

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): April 20, 2009

The Pepsi Bottling Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-14893	13-4038356
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On April 20, 2009, The Pepsi Bottling Group, Inc. (the "Company") announced that it received an unsolicited, non-binding proposal from PepsiCo, Inc. ("PepsiCo") to acquire all the outstanding shares of the Company's common stock that PepsiCo does not currently own, as described in the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibit 99.1 - Press release dated April 20, 2009, which is being filed hereto pursuant to Item 8.01.

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.
April 20, 2009	By:	/s/ David Yawman
		Name: David Yawman
		Title: Vice President, Associate General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by The Pepsi Bottling Group, Inc., dated April 20, 2009

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact: Jeff Dahncke

Public Relations

914-767-7690

jeff.dahncke@pepsi.com

Mary Winn Settino

Investor Relations

914-767-7216

marywinn.settino@pepsi.com

THE PEPSI BOTTLING GROUP ACKNOWLEDGES RECEIPT OF UNSOLICITED PROPOSAL FROM PEPSICO

SOMERS, N.Y., April 20, 2009 – The Pepsi Bottling Group, Inc. (NYSE: PBG) confirmed that it received an unsolicited, non-binding proposal from PepsiCo, Inc. to acquire all the outstanding shares of the Company’s common stock not owned by PepsiCo for $29.50 per share.

PBG said that its Board of Directors will evaluate the proposal carefully and respond in due course.

About PBG
The Pepsi Bottling Group, Inc. (www.pbg.com) is the world’s largest manufacturer, seller and distributor of Pepsi-Cola beverages. With approximately 67,000 employees and annual sales of nearly $14 billion, PBG has operations in the U.S., Canada, Greece, Mexico, Russia, Spain and Turkey. For more information, please visit www.pbg.com.