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PRICING SUPPLEMENT NUMBER 5 Filed Under Rule
(To Prospectus dated November 28, 1995) 424(b)(2) and 424(c)
CUSIP 71345L DT-2 File No. 33-64243
$25,000,000
PEPSICO, INC.
7.25% Callable Debt Securities Due April 26, 2011
Interest Payable Monthly
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Underwriter: Lehman Brothers Inc.
Initial Offering Price: 100.00%
Underwriter's Discount: 0.00%
Currency: U. S. Dollars
Date of Issue: April 26, 1996
Issuance form: Book entry
Scheduled Maturity Date: April 26, 2011
Coupon: 7.25% per annum
Day count basis: 30/360
Interest Accrual Date: April 26, 1996, or the most recent
date for which interest has been
paid or provided for, as the case
may be. Interest will accrue from
each Interest Accrual Date to but
excluding the next succeeding
Interest Payment Date.
Interest Payment Dates: Monthly on the 26th of each month,
commencing May 26, 1996, and ending
on the Scheduled Maturity Date
or an earlier Optional Redemption
Date.
Principal Payment Date: Scheduled Maturity Date, or an
earlier Optional Redemption Date.
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates: The 7.25% Callable Debt Securities
Due April 26, 2011 (the "Notes") may
be redeemed, in whole but not in
part, at the option of PepsiCo, at
100% of the principal amount
thereof, plus accrued interest
to the date of such redemption, on
April 26, 1998, and semiannually
thereafter on each April 26th and
October 26th, upon 30 days'
written notice by PepsiCo to the
Trustee under the Indenture dated
as of December 14, 1994 for the
benefit of the holders of such
Notes.
Option to elect prepayment: None
Sinking fund: Not applicable
Settlement Date: April 26, 1996
The Notes will be purchased by the Underwriter at 100.00% of their principal
amount (the "Initial Offering Price"). The Underwriter has advised PepsiCo that
it intends to offer all or part of the Notes directly to the public initially at
the Initial Offering Price of such Debt Securities. After the Notes are released
for sale to the public, the offering price and other selling terms may from time
to time be varied by the Underwriter.
For U.S. federal income tax purposes, the Notes will be treated as Fixed Rate
Debt Securities, issued without OID. This treatment is consistent with the
applicable provisions of the Internal Revenue Code of 1986, as amended, and the
final OID regulations, which are generally effective for debt instruments issued
on or after April 4, 1994.
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Lehman Brothers Inc.
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April 16, 1995