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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__________________________
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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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þ
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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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1
Item
8.01. Other Events
On
February 17, 2010, PepsiCo, Inc. (the “Company”) announced in
connection with its proposed acquisitions of The Pepsi Bottling Group (“PBG”) and PepsiAmericas, Inc.
(“PAS”) that
it signed a consent decree proposed by the Staff of the Federal
Trade Commission (“FTC”)
providing for the maintenance of the confidentiality of certain information it
will obtain from Dr. Pepper Snapple Group, Inc. (“DPS”) in connection with the
manufacture and distribution of certain DPS products after the acquisitions are
completed. That consent decree is subject to review and approval by
the Commissioners of the FTC. As a result of the foregoing, the
Company refiled its notification report under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (“HSR
Act”) with respect to the acquisitions and has requested early
termination of the waiting period.
The
Company hopes to close the acquisitions, which remain subject to regulatory
approvals (including the expiration or termination of the waiting period under
the HSR Act) 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
99.1
Press Release issued by
PepsiCo, Inc., dated February 17, 2010.
2
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
18, 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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3
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., dated February
17, 2010.
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4
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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PepsiCo
Refiles Hart-Scott-Rodino Premerger Notification
PURCHASE, N.Y. – Feb. 17, 2010
– PepsiCo (NYSE: PEP) today announced in connection with its proposed
acquisitions of The Pepsi Bottling Group (NYSE: PBG) and PepsiAmericas, Inc.
(NYSE: PAS) that it signed a consent decree proposed by the Staff of
the Federal Trade Commission (FTC) providing for the maintenance of the
confidentiality of certain information it will obtain from Dr. Pepper Snapple
Group, Inc. (DPS) in connection with the manufacture and distribution of certain
DPS products after the acquisitions are completed. That consent decree is
subject to review and approval by the Commissioners of the FTC. As a
result of the foregoing, PepsiCo today refiled its notification report under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to
the acquisitions and has requested early termination of the waiting
period.
On
August 4, 2009, PepsiCo announced it had entered into definitive merger
agreements with PBG and PAS in order to fully integrate PepsiCo’s beverage
business. These transactions are intended to create a more flexible,
efficient and competitive system that can drive growth across the full range of
PepsiCo beverage brands.
PepsiCo hopes to
close the acquisitions, which remain subject to regulatory approvals (including
the expiration or termination of the waiting period under the HSR Act) and the
satisfaction of other customary closing conditions, by the end of February
2010. Earlier today, the shareholders of each of PAS and PBG approved
the adoption of the merger agreements.
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 nourishing, 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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