PRICING SUPPLEMENT NUMBER 12 Filed Under Rule (TO PROSPECTUS DATED NOVEMBER 28, 1995) 424(b)(2) and 424(c) CUSIP 71345L EA-2 File No. 33-64243 $250,000,000 PEPSICO, INC. 5.75% DEBT SECURITIES DUE JANUARY 1, 2003 Interest Payable Semiannually ----------------------- Type of Securities: Fixed Rate Debt Securities Underwriters: Credit Suisse First Boston UBS Securities LLC Initial Offering Price: 99.576% Underwriter's Discount: 0.256% Currency: U. S. Dollars Date of Issue: January 8, 1998 Issuance form: Book entry Scheduled Maturity Date: January 1, 2003 Interest Rate: 5.75% per annum Day count basis: 30/360 Interest Accrual Date: January 8, 1998, 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: Semiannually on each July 1 and January 1, commencing July 1, 1998 and ending on the Scheduled Maturity Date Principal Payment Date: Scheduled Maturity Date Business Days: New York Calculation Agent: PepsiCo, Inc. Optional Redemption Dates: Not applicable Option to elect prepayment: None Sinking fund: Not applicable Settlement Date: January 8, 1998 Minimum Denomination: $10,000.00 The 5.75% Debt Securities Due January 1, 2003 (the "Debt Securities") will be purchased by the Underwriters, severally and not jointly, at 99.320% of their principal amount, and will be offered to the public at 99.576% of their principal amount (the "Initial Offering Price"). The Underwriters have advised PepsiCo that they intend to offer all or part of the Debt Securities directly to the public initially at the Initial Offering Price of such Debt Securities. After the Debt Securities are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriters. For U.S. federal income tax purposes, the Debt Securities 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. The Underwriters and certain of their affiliates have provided financial and commercial banking services for PepsiCo from time to time, in the ordinary course of business. ------------------------------ --------------------------- CREDIT SUISSE FIRST BOSTON UBS SECURITIES ------------------------------- --------------------------- January 5, 1998