PEPSICO INC — Major Shareholding Notification 2009

Apr 20, 2009

SC 13D/A 1 dp13169_sc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[(Rule 13d-101)]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 11) *

| PepsiAmericas,
Inc. |
| --- |
| (Name
of Issuer) |
| COMMON
STOCK, PAR
VALUE $0.01 PER SHARE |
| (Title
of Class of Securities) |
| 71343P200 |
| (CUSIP
Number) |
| Thomas
H. Tamoney, Jr. PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 Tel:
(914) 253-3623 |
| (Name,
Address and Telephone Number of Person
Authorized to Receive Notices and
Communications) |
| April
19, 2009 |
| (Date
of Event which Requires Filing of this
Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .

Note . Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP No. 71343P200 13D Page 2 of 17 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PepsiCo,
Inc. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | |
| | (a) | o |
| | (b) | x |
| 3 | SEC
USE ONLY | o |
| 4 | SOURCE
OF FUNDS (see instructions) WC,
OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION North
Carolina | |

| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 8 | SHARED
VOTING POWER 54,004,000 |
| 9 | SOLE
DISPOSITIVE POWER -0- |
| 10 | SHARED
DISPOSITIVE POWER 54,004,000 |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,004,000 | |
| --- | --- | --- |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.0%
– See Item 5 | |
| 14 | TYPE
OF REPORTING PERSON (see instructions) CO | |

Page 2 of 17 Pages

CUSIP No. 71343P200 13D Page 3 of 17 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pepsi-Cola
Metropolitan Bottling Company, Inc. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | |
| | (a) | o |
| | (b) | x |
| 3 | SEC
USE ONLY | o |
| 4 | SOURCE
OF FUNDS (see instructions) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION New
Jersey | |

| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 8 | SHARED
VOTING POWER 33,602,096 |
| 9 | SOLE
DISPOSITIVE POWER -0- |
| 10 | SHARED
DISPOSITIVE POWER 33,602,096 |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,602,096 | |
| --- | --- | --- |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.8%
– See Item 5 | |
| 14 | TYPE
OF REPORTING PERSON (see instructions) CO | |

Page 3 of 17 Pages

CUSIP No. 71343P200 13D Page 4 of 17 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pepsi-Cola
Operating Company of Chesapeake and
Indianapolis | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | |
| | (a) | o |
| | (b) | x |
| 3 | SEC
USE ONLY | o |
| 4 | SOURCE
OF FUNDS (see instructions) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |

| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 8 | SHARED
VOTING POWER 10,578,951 |
| 9 | SOLE
DISPOSITIVE POWER -0- |
| 10 | SHARED
DISPOSITIVE POWER 10,578,951 |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,578,951 | |
| --- | --- | --- |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%
– See Item 5 | |
| 14 | TYPE
OF REPORTING PERSON (see instructions) CO | |

Page 4 of 17 Pages

CUSIP No. 71343P200 13D Page 5 of 17 Pages

| 1 | NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pepsi-Cola
Bottling Company of St. Louis,
Inc. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | |
| | (a) | o |
| | (b) | x |
| 3 | SEC
USE ONLY | o |
| 4 | SOURCE
OF FUNDS (see instructions) OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) | o |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Missouri | |

| NUMBER
OF SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH | SOLE
VOTING POWER -0- |
| --- | --- |
| 8 | SHARED
VOTING POWER 8,752,823 |
| 9 | SOLE
DISPOSITIVE POWER -0- |
| 10 | SHARED
DISPOSITIVE POWER 8,752,823 |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,752,823 | |
| --- | --- | --- |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) | o |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%
– See Item 5 | |
| 14 | TYPE
OF REPORTING PERSON (see instructions) CO | |

Page 5 of 17 Pages

AMENDMENT NO. 11 TO SCHEDULE 13D

This Amendment No. 11 amends the Report on Schedule 13D, originally filed on December 11, 2000 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on January 2, 2001 (“Amendment No. 1”), Amendment No. 2 thereto filed on December 3, 2002 (“Amendment No. 2”), Amendment No. 3 thereto filed on June 30, 2003 (“Amendment No. 3”), Amendment No. 4 thereto filed on August 23, 2007 (“Amendment No. 4”), Amendment No. 5 thereto filed on November 19, 2007 (“Amendment No. 5”), Amendment No. 6 thereto filed on December 5, 2007 (“Amendment No. 6”), Amendment No. 7 thereto filed on May 19, 2008 (“Amendment No. 7”), Amendment No. 8 thereto filed on June 4, 2008 (“Amendment No. 8”), Amendment No. 9 thereto filed on August 6, 2008 (“Amendment No. 9”), and Amendment No. 10 thereto filed on September 3, 2008 (“Amendment No. 10” and, collectively with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, and Amendment No. 10, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share, and associated preferred rights (collectively, the “Common Stock”), of PepsiAmericas, Inc. (the “Company”) beneficially owned, directly or indirectly, by PepsiCo, Inc., a North Carolina corporation (“PepsiCo”).

The Reporting Persons (as defined below) are filing this Amendment No. 11 in connection with the proposal submitted by PepsiCo to the Board of Directors of the Company described in Item 4 below.

Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used without definitions in this Amendment No. 11 shall have the respective meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

This statement relates to the Common Stock of the Company, a class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Company are located at 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly on behalf of each of (i) PepsiCo, a North Carolina corporation, (ii) Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), a New Jersey corporation and wholly owned subsidiary of PepsiCo, (iii) Pepsi-Cola Operating Company of Chesapeake and Indianapolis (“Chesapeake”), a Delaware corporation and wholly owned subsidiary of PepsiCo, and (iv) Pepsi-Cola Bottling Company of St. Louis, Inc. (“St. Louis”, together with PepsiCo, Metro and Chesapeake, the “Reporting Persons”), a Missouri corporation and wholly owned subsidiary of PepsiCo.

Each Reporting Person is principally engaged as a holding company for various entities engaged in the beverage and snack food industries. The address of the principal business and the principal office of each Reporting Person is 700 Anderson Hill Road, Purchase, NY 10577.

The name, business address, citizenship and present principal occupation or employment of each executive officer and director of each Reporting Person are set forth on Schedules A through D, respectively, attached hereto and incorporated herein by reference.

In addition, Midland Bottling Co. (“Midland”), a Delaware corporation and wholly owned subsidiary of PepsiCo, principally engaged as a holding company for various entities engaged in the beverage and snack food industries, holds 794,115 shares of Common Stock and Beverages, Foods & Service Industries, Inc. (“BFSI”), a Delaware corporation and wholly owned subsidiary of PepsiCo, principally engaged as a holding company for various entities engaged in the beverage and snack food industries, holds 276,015 shares of Common Stock. The address of the principal business and the principal office of Midland and BFSI is 700 Anderson Hill Road, Purchase, NY 10577.

(b) See (a) above.

(c) See (a) above.

(d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A through D attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.

Page 6 of 17 Pages

(e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A through D attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See (a) above.

Item 3. Source and Amount of Funds or Other Consideration.

The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for the cash portion of the consideration payable pursuant to the Proposal will be obtained from working capital and/or other financing sources.

Item 4. Purpose of Transaction.

On April 19, 2009, PepsiCo delivered a letter (the “Proposal Letter”) to the Board of Directors of the Company in which PepsiCo proposed to acquire by merger all of the outstanding shares of the Company’s Common Stock, other than any shares held by PepsiCo or its affiliates, for a purchase price per share of Common Stock of $11.64 in cash and 0.223 shares of PepsiCo common stock (the “Proposal”). The Proposal is subject to a number of conditions, including the negotiation of a definitive merger agreement, approval of the proposed transaction by a majority of the Company’s directors independent from PepsiCo, and the concurrent acquisition by PepsiCo of all of the outstanding shares of common stock, par value $0.01 per share, of The Pepsi Bottling Group, Inc. (“PBG”) other than any shares of PBG held by PepsiCo or its affiliates. No assurances can be given that a definitive merger agreement with respect to the Proposal will be entered into or whether the proposed transaction will be consummated. On April 20, 2009, PepsiCo issued a press release in connection with the Proposal.

The Proposal could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the present board of directors of the Company, a change to the present capitalization or dividend policy of the Company, the delisting of the Company’s securities from the New York Stock Exchange, and a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Reporting Persons are expected to take actions in furtherance of the Proposal or any amendment thereof.

Subject to compliance with the terms of the Amended Shareholder Agreement (as defined in Item 6 of Amendment No. 10), the Reporting Persons may at any time, or from time to time, acquire additional shares of Common Stock or dispose of their shares of Common Stock, propose, pursue, or choose not to pursue the Proposal; change the terms of the Proposal Letter, including the price, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the Proposal Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.

A copy of the Proposal Letter is filed as Exhibit 99.2 to this Schedule 13D, and is incorporated by reference into this Item 4. A copy of the press release issued by PepsiCo is filed as Exhibit 99.3 to this Schedule 13D, and is incorporated by reference into this Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby replaced in its entirety as follows:

(a) Based on the Company’s Annual Report on Form 10-K for the period ended January 3, 2009, as of February 27, 2009, the Company had 125,519,755 shares of Common Stock outstanding. Percentage figures are based on this number of shares outstanding. For purposes of Rule 13d-3 promulgated under Exchange Act:

• PepsiCo may be deemed to beneficially own 54,004,000 shares of Common Stock, or approximately 43.0% of the outstanding shares of Common Stock.

Page 7 of 17 Pages

| • | Metro may be deemed to
beneficially own 33,602,096 shares of Common Stock, or approximately 26.8%
of the outstanding shares of Common Stock. |
| --- | --- |
| • | Chesapeake may be deemed to
beneficially own 10,578,951 shares of Common Stock, or approximately 8.4%
of the outstanding shares of Common Stock. |
| • | St. Louis may be deemed to
beneficially own 8,752,823 shares of Common Stock, or approximately 7.0%
of the outstanding shares of Common Stock. |
| • | Midland may be deemed to
beneficially own 794,115 shares of Common Stock, or approximately 0.6% of
the outstanding shares of Common Stock. |
| • | BFSI may be deemed to beneficially
own 276,015 shares of
Common Stock, or approximately 0.2% of the outstanding shares of Common
Stock. |

(b) By virtue of the relationships reported under Item 2 of this statement, PepsiCo may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned by each of Metro, Chesapeake, St. Louis, Midland and BFSI.

(c) No transaction has been effected in the Common Stock by any of the persons named in response to (a) above within the past sixty days.

(d) By virtue of the relationships described in Item 2 of this statement, PepsiCo may be deemed to have the power to direct the receipt of dividends declared on the shares of Common Stock held by each of Metro, Chesapeake, St. Louis, Midland and BFSI and the proceeds from the sale of such shares of Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the Proposal set forth in Item 4 above.

Item 7. Material to be Filed as Exhibits.

| Exhibit
No. | Exhibit
Name |
| --- | --- |
| 99.1 | Joint
Filing Agreement among the Reporting Persons (incorporated by reference to
Exhibit 99.1 to Amendment No. 4). |
| 99.2 | Proposal
Letter, dated April 19, 2009, from PepsiCo, Inc. to the Board of Directors
of PepsiAmericas, Inc. |
| 99.3 | PepsiCo,
Inc. press release dated April 20,
2009 |

Page 8 of 17 Pages

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 20, 2009

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

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

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

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

Page 9 of 17 Pages

EXHIBIT INDEX

| Exhibit
No. | Exhibit
Name |
| --- | --- |
| 99.1 | Joint
Filing Agreement among the Reporting Persons (incorporated by reference to
Exhibit 99.1 to Amendment No. 4). |
| 99.2 | Proposal
Letter, dated April 19, 2009, from PepsiCo, Inc. to the Board of Directors
of PepsiAmericas, Inc. |
| 99.3 | PepsiCo,
Inc. press release dated April 20,
2009 |

Page 10 of 17 Pages

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

OF

PEPSICO, INC.

The following is a list of the directors and executive officers of PepsiCo, Inc. (“PepsiCo”), setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo and each individual is a United States citizen.

| Name | Business
Address | Present Principal
Occupation |
| --- | --- | --- |
| Peter
A. Bridgman | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President and Controller |
| Shona
L. Brown | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President, Business Operations, Google, Inc. |
| Albert
P. Carey | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | CEO
and President, Frito-Lay North America |
| John
C. Compton | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | CEO,
PepsiCo Americas Foods |
| Ian
M. Cook † | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | CEO,
Colgate-Palmolive Company |
| Massimo
F. d’Amore †† | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | CEO,
PepsiCo Americas Beverages |
| Dina
Dublon | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Former
Executive Vice President and Chief Financial Officer of JPMorgan Chase
& Co. |
| Victor
J. Dzau | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Chancellor
for Health Affairs at Duke University and President and CEO of the Duke
University Health System |
| Richard
Goodman | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Chief
Financial Officer |
| Ray
L. Hunt | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Chief
Executive Officer of Hunt Oil Company and Chairman, Chief Executive
Officer and President, Hunt Consolidated, Inc. |
| Alberto
Ibargüen | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | President
and Chief Executive Officer of the John S. and James L. Knight
Foundation |
| Hugh
F. Johnston | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | President,
Pepsi-Cola North America |
| Arthur
C. Martinez* | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Former
Chairman of the Board, President and Chief Executive Officer of Sears,
Roebuck and Co. |

Page 11 of 17 Pages

| Name | Business
Address | Present Principal
Occupation |
| --- | --- | --- |
| Indra
K. Nooyi | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Chairman
and CEO |
| Lionel
L. Nowell III | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President and Treasurer |
| Sharon
Percy Rockefeller | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | President
and Chief Executive Officer WETA Public Stations |
| James
J. Schiro | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Chief
Executive Officer of Zurich Financial Services |
| Larry
D. Thompson | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President, Government Affairs, General Counsel and
Secretary |
| Lloyd
G. Trotter | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Managing
Partner, GenNx360 Capital Partners |
| Cynthia
M. Trudell | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President, Human Resources and Chief Personnel
Officer |
| Daniel
Vasella ††† | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Chairman
of the Board and Chief Executive Officer of Novartis AG |
| Michael
D. White | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice-Chairman
of PepsiCo and CEO, PepsiCo
International |

*	Director
†	Ian
M. Cook is a citizen of the United Kingdom.
††	Massimo
F. d’Amore is a citizen of Italy.
†††	Daniel
Vasella is a citizen of
Switzerland.

Page 12 of 17 Pages

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS

OF

PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC.

The following is a list of the directors and executive officers of Pepsi-Cola Metropolitan Bottling Company, Inc., setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.

| Name | Business
Address | Present Principal
Occupation |
| --- | --- | --- |
| Sarah
Bergman | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Counsel |
| Robert
Biggart | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | General
Counsel, PepsiCo Americas Beverages |
| Kathryn
L. Carson | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President, General Counsel Pepsi-Cola North America |
| Renee
Garbus | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President and Assistant Treasurer |
| Christine
Griff | PepsiCo,
Inc. | Director,
Tax Counsel |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Victor
De Hoyos | PepsiCo,
Inc. | Senior
Tax Manager |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Charles
Mueller | PepsiCo,
Inc. 700
Anderson Hill Road | Director,
State and Local Taxes |
| | Purchase,
NY 10577 | |
| Mala
Murthy | PepsiCo,
Inc. | Vice
President and Assistant Treasurer |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Lionel
L. Nowell III | PepsiCo,
Inc. 700
Anderson Hill Road | Senior
Vice President and Treasurer |
| | Purchase,
NY 10577 | |
| Thomas
Salcito | PepsiCo,
Inc. 700
Anderson Hill Road | Vice
President, Tax Administration |
| | Purchase,
NY 10577 | |
| Ken
Smith | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President and Assistant Treasurer |
| Thomas
H. Tamoney, Jr. | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President, Deputy General Counsel and Assistant
Secretary |

Page 13 of 17 Pages

J. Darrell Thomas* PepsiCo, Inc. 700 Anderson Hill Road Purchase, NY 10577 Vice President and Assistant Treasurer

• Director

Page 14 of 17 Pages

SCHEDULE C

EXECUTIVE OFFICERS AND DIRECTORS

OF

PEPSI-COLA OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS

The following is a list of the directors and executive officers of Pepsi-Cola Operating Company of Chesapeake and Indianapolis, setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.

| Name | Business
Address | Present Principal
Occupation |
| --- | --- | --- |
| Sarah
Bergman | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Counsel |
| Kathryn
L. Carson | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President, General Counsel Pepsi-Cola North America |
| Renee
Garbus | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President and Assistant Treasurer |
| Christine
Griff | PepsiCo,
Inc. | Director,
Tax Counsel |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Victor
De Hoyos | PepsiCo,
Inc. | Senior
Tax Manager |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Charles
Mueller | PepsiCo,
Inc. 700
Anderson Hill Road | Director,
State and Local Taxes |
| | Purchase,
NY 10577 | |
| Mala
Murthy | PepsiCo,
Inc. | Vice
President and Assistant Treasurer |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Thomas
Salcito | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President, Tax Administration |
| Ken
Smith | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President and Assistant Treasurer |
| Thomas
H. Tamoney, Jr. | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President, Deputy General Counsel and Assistant
Secretary |
| J.
Darrell Thomas* | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President and Assistant Treasurer |

• Director

Page 15 of 17 Pages

SCHEDULE D

EXECUTIVE OFFICERS AND DIRECTORS

OF

PEPSI-COLA BOTTLING COMPANY OF ST. LOUIS, INC.

The following is a list of the directors and executive officers of Pepsi-Cola Bottling Company of St. Louis, Inc., setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.

| Name | Business
Address | Present Principal
Occupation |
| --- | --- | --- |
| Sarah
Bergman | PepsiCo,
Inc. | Senior
Counsel |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Kathryn
L. Carson | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President, General Counsel Pepsi-Cola
North America |
| Renee
Garbus | PepsiCo,
Inc. 700
Anderson Hill Road | Vice
President and Assistant Treasurer |
| | Purchase,
NY 10577 | |
| Christine
Griff | PepsiCo,
Inc. | Director,
Tax Counsel |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Victor
De Hoyos | PepsiCo,
Inc. | Senior
Tax Manager |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Charles
Mueller | PepsiCo,
Inc. 700
Anderson Hill Road | Director,
State and Local Taxes |
| | Purchase,
NY 10577 | |
| Mala
Murthy | PepsiCo,
Inc. | Vice
President and Assistant Treasurer |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Lionel
L. Nowell III | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President and Treasurer |
| Brian
Nurse | PepsiCo,
Inc. | Senior
Legal Counsel |
| | 700
Anderson Hill Road | |
| | Purchase,
NY 10577 | |
| Thomas
Salcito | PepsiCo,
Inc. 700
Anderson Hill Road | Vice
President, Tax Administration |
| | Purchase,
NY 10577 | |
| Ken
Smith | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Vice
President and Assistant Treasurer |
| Thomas
H. Tamoney, Jr. | PepsiCo,
Inc. 700
Anderson Hill Road Purchase,
NY 10577 | Senior
Vice President, Deputy General
Counsel and Assistant Secretary |

Page 16 of 17 Pages

J. Darrell Thomas* PepsiCo, Inc. 700 Anderson Hill Road Purchase, NY 10577 Vice President and Assistant Treasurer

• Director

Page 17 of 17 Pages