Filed by PepsiCo, Inc. pursuant
to
Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-6(b)
of the
Securities Exchange Act of
1934
Subject Companies: The Pepsi Bottling
Group, Inc.
Commission File No.:
001-14893
and
PepsiAmericas, Inc.
Commission File No.:
001-15019
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of report (Date of earliest event reported): February 17,
2010
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PepsiCo,
Inc.
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(Exact
Name of Registrant as Specified in Charter)
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North
Carolina
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1-1183
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13-1584302
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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700
Anderson Hill Road
Purchase,
New York 10577
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (914)
253-2000
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General
Instruction A.2. below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other
Events.
On
February 17, 2010: (i) the stockholders of The Pepsi Bottling Group,
Inc. (“PBG”) approved
the adoption of the Agreement and Plan of Merger dated as of August 3, 2009
among PepsiCo, Inc. (the “Company”), PBG and Pepsi-Cola
Metropolitan Bottling Company, Inc., a wholly owned subsidiary of the Company
(“Metro”), (the “PBG Merger Agreement”) at
PBG’s Special Meeting of Stockholders held on that date; and (ii) the
stockholders of PepsiAmericas, Inc. (“PAS”) approved the adoption of
the Agreement and Plan of Merger dated as of August 3, 2009 among the Company,
PAS and Metro (the “PAS Merger
Agreement” and, together with the PBG Merger Agreement, the “Merger Agreements”) at PAS’
Special Meeting of Stockholders held on that date.
The
Merger Agreements provide that, upon the terms and subject to the conditions set
forth therein, PBG and PAS will be merged with and into Metro, with Metro
continuing as the surviving corporation and a wholly-owned subsidiary of the
Company.
The
Company hopes to close the acquisitions, which remain subject to regulatory
approvals and the satisfaction of other customary closing conditions, by the end
of February 2010.
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
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99.1
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Press Release
issued by PepsiCo,
Inc. on
February 17, 2010.
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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.
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PEPSICO,
INC.
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Date:
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February
17, 2010
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By:
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/s/
Thomas H. Tamoney, Jr.
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Name:
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Thomas
H. Tamoney, Jr.
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Title:
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Senior
Vice President, Deputy General Counsel and Assistant
Secretary
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INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press Release issued by PepsiCo,
Inc. on February 17, 2010.
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Purchase, New
York Telephone: 914-253-2000 www.pepsico.com
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Contact:
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Investor
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Media
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Lynn A.
Tyson
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Dave
DeCecco
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Senior Vice President, Investor
Relations
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Director, Media
Bureau
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914-253-3035
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914-253-2655
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email:
lynn.tyson@pepsi.com
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email:
david.dececco@pepsi.com
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The
Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.
Stockholders
Approve Mergers
PURCHASE, N.Y. – Feb. 17,
2010 – PepsiCo, Inc. (NYSE: PEP) announced today that the stockholders of
each of The Pepsi Bottling Group, Inc. (NYSE: PBG) and PepsiAmericas, Inc.
(NYSE: PAS) approved and adopted their respective merger agreements with PepsiCo
and Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), a wholly owned
subsidiary of PepsiCo, pursuant to which each of PBG and PAS will be merged with
and into Metro, with Metro continuing as the surviving
corporation.
More
than 99%
of the
votes cast by holders of shares
of PBG common
stock outstanding as of the record date for the meeting, voting separately as a
single class,
voted to adopt the merger agreement with
respect to PBG and
more than 81% of the combined voting power of PBG common
stock and PBG Class
B common stock outstanding as of the record date for the meeting, voting as a
single class, voted to adopt the merger agreement with respect to PBG.
Approximately
86.5%
of shares of PAS common
stock outstanding as of the record date for the meeting voted to adopt the
merger agreement with respect to PAS. Of the votes cast by holders of
shares of PAS common stock, approximately 99.7% voted to adopt the
merger agreement with respect to PAS.
PepsiCo hopes to
close the acquisitions, which remain subject to regulatory approvals and the
satisfaction of other customary closing conditions, by the end of February
2010.
About
PepsiCo
PepsiCo offers the
world’s largest portfolio of billion-dollar food and beverage brands, including
18 different product lines that each generate more than $1 billion in annual
retail sales. Our main businesses – Frito-Lay, Quaker, Pepsi-Cola, Tropicana and
Gatorade – also make hundreds of other tasty foods and drinks that bring joy to
our consumers in over 200 countries. With more than $43 billion in 2009
revenues, PepsiCo employs approximately 203,000 people who are united by our
unique commitment to sustainable growth, called Performance with Purpose. By
dedicating ourselves to offering a broad array of choices for healthy,
convenient and fun nourishment, reducing our environmental impact, and fostering
a diverse and inclusive workplace
culture, PepsiCo
balances strong financial returns with giving back to our communities worldwide.
For more information, please visit www.pepsico.com.
Statements in this
communication that are “forward-looking statements” are based on currently
available information, operating plans and projections about future events and
trends. They inherently involve risks and uncertainties that could cause actual
results to differ materially from those predicted in such forward-looking
statements. Such risks and uncertainties include, but are not limited to:
PepsiCo’s ability to consummate the acquisitions of PBG and PAS and to achieve
the synergies and value creation contemplated by the proposed acquisitions;
PepsiCo’s ability to promptly and effectively integrate the businesses of PBG,
PAS and PepsiCo; the timing to consummate the proposed acquisitions and any
necessary actions to obtain required regulatory approvals; the diversion of
management time on transaction-related issues; changes in demand for PepsiCo’s
products, as a result of shifts in consumer preferences or otherwise; increased
costs, disruption of supply or shortages of raw materials and other supplies;
unfavorable economic conditions and increased volatility in foreign exchange
rates; PepsiCo’s ability to build and sustain proper information technology
infrastructure, successfully implement its ongoing business process
transformation initiative or outsource certain functions effectively; damage to
PepsiCo’s reputation; trade consolidation, the loss of any key customer, or
failure to maintain good relationships with PepsiCo’s bottling partners,
including as a result of the proposed acquisitions; PepsiCo’s ability to hire or
retain key employees or a highly skilled and diverse workforce; changes in the
legal and regulatory environment; disruption of PepsiCo’s supply chain; unstable
political conditions, civil unrest or other developments and risks in the
countries where PepsiCo operates; and risks that benefits from PepsiCo’s
Productivity for Growth initiative may not be achieved, may take longer to
achieve than expected or may cost more than currently anticipated.
For additional
information on these and other factors that could cause PepsiCo’s actual results
to materially differ from those set forth herein, please see PepsiCo’s filings
with the SEC, including its most recent annual report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place
undue reliance on any such forward-looking statements, which speak only as of
the date they are made. PepsiCo undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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