Attached files
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| EX-99.1 - EXHIBIT 99.1 - PEPSICO INC | dp16535_ex9901.htm |
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