PEPSICO INC — M&A Activity 2010

Feb 18, 2010

8-K 1 dp16535_8k.htm FORM 8-K

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

| Date
of report (Date of earliest event reported): February 17,
2010 | | |
| --- | --- | --- |
| PepsiCo,
Inc. | | |
| (Exact
Name of Registrant as Specified in Charter) | | |
| North
Carolina | 1-1183 | 13-1584302 |
| (State
or Other Jurisdiction of
Incorporation) | (Commission File
Number) | (IRS
Employer Identification
No.) |
| 700
Anderson Hill Road Purchase,
New York 10577 | | |
| (Address
of Principal Executive Offices) | | |
| Registrant’s
telephone number, including area code: (914)
253-2000 | | |
| N/A | | |
| (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 ( see General Instruction A.2. below):

| þ | 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)) |

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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 .

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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.

| /s/
Thomas H. Tamoney, Jr. | |
| --- | --- |
| Name: | Thomas
H. Tamoney, Jr. |
| Title: | Senior
Vice President, Deputy General Counsel and Assistant
Secretary |

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INDEX TO EXHIBITS

| Exhibit
Number | Description |
| --- | --- |
| 99.1 | Press Release issued by PepsiCo,
Inc., dated February 17 , 2 010 . |

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