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. 12)*
|
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)
|
|
August
3, 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.
1 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 16
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
|
|
|
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
|
7
|
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
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TYPE
OF REPORTING PERSON (see
instructions)
CO
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Page 2 of
16 Pages
| CUSIP No. 71343P200 |
13D
|
Page 3 of 16
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
|
|
|
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
|
7
|
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
16 Pages
| CUSIP No. 71343P200 |
13D
|
Page 4 of 16
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
|
|
|
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
|
7
|
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
16 Pages
| CUSIP No. 71343P200 |
13D
|
Page 5 of 16
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
|
|
|
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
|
7
|
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
16 Pages
AMENDMENT
NO. 12 TO SCHEDULE 13D
This Amendment No. 12 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”), Amendment No. 10 thereto filed on September 3, 2008
(“Amendment No. 10”) and Amendment No. 11 thereto filed on April 20, 2009
(“Amendment No. 11” 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. 12 in connection with PepsiCo’s entry
into an Agreement and Plan of Merger with 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. 12 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 Amendment No. 12 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.
(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
16 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 Merger 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 Merger will be
obtained from working capital and/or other financing sources.
PepsiCo
received a Commitment Letter from Bank of America, N.A., Banc of America
Securities LLC, and affiliates of Citigroup Global Markets Inc. (collectively,
the “Lenders”), dated August 3, 2009 (the “Commitment Letter”), pursuant to
which the Lenders committed to provide, subject to certain conditions, up to
$4,000,000,000 in debt financing in the form of a 364-day senior unsecured
revolving credit facility to finance the Mergers, including to backstop
commercial paper issued in connection therewith. This summary of the
Commitment Letter does not purport to be complete and is qualified in its
entirety by reference to the Commitment Letter filed as Exhibit 99.2 to this
Amendment No. 12 and incorporated by reference in its entirety into this Item
3.
Item
4. Purpose of Transaction.
On August 3, 2009, the Company, PepsiCo
and Metro, entered into an Agreement and Plan of Merger (the “Merger
Agreement”). The Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the Merger Agreement, the Company will
merge with and into Metro (the “Merger”), with Metro continuing as the surviving
corporation and a wholly owned subsidiary of PepsiCo. As of the effective time
of the Merger, each outstanding share of common stock of the Company (each, a
“Share”) that is not owned by Metro, PepsiCo or any subsidiary of PepsiCo or
held by the Company as treasury stock will be cancelled and converted into the
right to receive, at the holder’s election, either 0.5022 shares of common stock
of PepsiCo or $28.50 in cash, without interest, subject to proration provisions
which provide that an aggregate 50% of the outstanding Shares will be converted
into the right to receive common stock of PepsiCo and an aggregate 50% of the
outstanding Shares will be converted into the right to receive cash. The Merger
Agreement contains certain termination rights for both the Company and PepsiCo.
The Merger Agreement provides that, upon termination under specified
circumstances, the Company would be required to pay PepsiCo a termination fee of
$71.6 million. Consummation of the Merger is subject to several customary
conditions, including the adoption of the Merger Agreement by the Company’s
stockholders, the absence of legal prohibitions and the receipt of requisite
regulatory approvals. In addition, PepsiCo’s obligation to consummate
the Merger is subject to the satisfaction of the conditions to the consummation
of the merger of The Pepsi Bottling Group, Inc., a Delaware corporation (“PBG”),
with and into Metro pursuant to the Agreement and Plan of Merger among PBG,
PepsiCo and Metro dated as of August 3, 2009 to the extent they relate to
competition laws. Consummation of the Merger is not subject to a financing
condition.
It is anticipated that upon
consummation of the Merger, the officers and directors of Metro at the effective
time of the Merger will become the officers and directors of the surviving
corporation, until their respective successors are duly elected or appointed and
qualified in accordance with the applicable law.
Upon consummation of the Merger, the
Certificate of Incorporation and the Bylaws of Metro as of the effective time of
the Merger will become the Certificate of Incorporation and the Bylaws of the
surviving corporation until amended in accordance with applicable
law.
Upon completion of the Merger, the
common stock of the Company will cease to be quoted on the NYSE and will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
This summary of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Merger Agreement filed as Exhibit 99.3 to this Amendment No. 12, and is
incorporated by reference
Page 7 of
16 Pages
in its
entirety into this Item 4. A copy of the press release issued by
PepsiCo is filed as Exhibit 99.4 to this Amendment No. 12, 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.
|
||
|
•
|
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 Merger 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
|
Commitment
Letter among Bank of America, N.A., Banc of America Securities LLC,
affiliates of Citigroup Global Markets Inc. and PepsiCo, Inc., dated
August 3, 2009 (incorporated by reference to Exhibit 99.2 to PepsiCo’s
Current Report on Form 8-K filed August 4, 2009).
|
|
Page 8 of
16 Pages
|
99.3
|
Agreement
and Plan of Merger, dated August 3, 2009, by and among PepsiAmericas,
Inc., PepsiCo, Inc. and Pepsi-Cola Metropolitan Bottling Company, Inc.
(incorporated by reference to Exhibit 2.2 to PepsiCo’s Current Report on
Form 8-K filed August 4, 2009).
|
|
|
99.4
|
Joint
Press Release issued by PepsiCo, Inc., The Pepsi Bottling Group, Inc. and
PepsiAmericas, Inc., dated August 4, 2009 (incorporated by reference to
Exhibit 99.1 to PepsiCo’s Current Report on Form 8-K filed August 4,
2009).
|
Page 9 of
16 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: August
4, 2009
|
PEPSICO,
INC.
|
|||
|
By:
|
/s/
Thomas H. Tamoney, Jr.
|
||
|
Name:
|
Thomas
H. Tamoney, Jr.
|
||
|
Title:
|
Senior
Vice President, Deputy General Counsel and Assistant
Secretary
|
||
|
PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC.
|
|||
|
By:
|
/s/
Thomas H. Tamoney, Jr.
|
||
|
Name:
|
Thomas
H. Tamoney, Jr.
|
||
|
Title:
|
Vice
President and Assistant Secretary
|
||
|
PEPSI-COLA
OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS
|
|||
|
By:
|
/s/
Thomas H. Tamoney, Jr.
|
||
|
Name:
|
Thomas
H. Tamoney, Jr.
|
||
|
Title:
|
Vice
President and Assistant Secretary
|
||
|
PEPSI-COLA
BOTTLING COMPANY OF ST. LOUIS, INC.
|
|||
|
By:
|
/s/
Thomas H. Tamoney, Jr.
|
||
|
Name:
|
Thomas
H. Tamoney, Jr.
|
||
|
Title:
|
Vice
President and Assistant Secretary
|
||
Page 10
of 16 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
|
Commitment
Letter among Bank of America, N.A., Banc of America Securities LLC,
affiliates of Citigroup Global Markets Inc. and PepsiCo, Inc., dated
August 3, 2009 (incorporated by reference to Exhibit 99.2 to PepsiCo’s
Current Report on Form 8-K filed August 4, 2009).
|
|
|
99.3
|
Agreement
and Plan of Merger, dated August 3, 2009, by and among PepsiAmericas,
Inc., PepsiCo, Inc. and Pepsi-Cola Metropolitan Bottling Company,
Inc. (incorporated by
reference to Exhibit 2.2 to PepsiCo’s Current Report on Form 8-K filed
August 4, 2009).
|
|
|
99.4
|
Joint
Press Release issued by PepsiCo, Inc., The Pepsi Bottling Group, Inc. and
PepsiAmericas, Inc., dated August 4, 2009 (incorporated by reference to
Exhibit 99.1 to PepsiCo’s Current Report on Form 8-K filed August 4,
2009).
|
Page 11
of 16 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
Shona
L. Brown*
|
PepsiCo,
Inc.
700
Anderson Hill Road
Purchase,
NY 10577
PepsiCo,
Inc.
700
Anderson Hill Road
Purchase,
NY 10577
|
Senior
Vice President and Controller
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
|
||
Page 12
of 16 Pages
|
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.
|
||
|
Name
|
Business Address
|
Present Principal
Occupation
|
||
|
Indra
K. Nooyi*
|
PepsiCo,
Inc.
700
Anderson Hill Road
Purchase,
NY 10577
|
Chairman
and CEO
|
||
|
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
|
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 13
of 16 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
Beverages
|
||
|
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
|
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
|
||
|
J.
Darrell Thomas*
|
PepsiCo,
Inc.
700
Anderson Hill Road
|
Vice
President and Assistant Treasurer
|
||
|
Purchase,
NY 10577
|
|
*
|
Director
|
Page 14
of 16 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
Beverages
|
||
|
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 16 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
Beverages
|
||
|
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
|
||||
|
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
|
||
|
J.
Darrell Thomas*
|
PepsiCo,
Inc.
700
Anderson Hill Road
Purchase,
NY 10577
|
Vice
President and Assistant Treasurer
|
|
*
|
Director
|
Page 16 of 16
Pages