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 ----------------------- 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. ---------------------------- Lehman Brothers Inc. ---------------------------- April 16, 1995