SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 8, 2001
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Date of Report (Date of earliest event reported)
PepsiCo, Inc.
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(Exact name of registrant as specified in its charter)
North Carolina
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(State or other jurisdiction of incorporation)
1-1183 13-1584302
(Commission File Number) (IRS Employer Identification No.)
700 Anderson Hill Road, Purchase, New York 10577
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (914) 253-2000
Item 5. Other Information
The information in Exhibit 99.1 is incorporated herein by reference.
"Forward-looking statements", within the meaning Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act of 1934, are made in this document. These
forward-looking statements are based on currently available
competitive, financial and economic data and our operating plans and
are subject to risks, uncertainties and assumptions. As a result, the
forward-looking events discussed in this document and the exhibit
hereto could turn out to be significantly different from expectations
or may not occur.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release, dated February 8, 2001, issued by PepsiCo, Inc.
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.
Date: February 8, 2001 PepsiCo, Inc.
By: /s/ LAWRENCE F. DICKIE
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Lawrence F. Dickie
Vice President, Associate General
Counsel and Assistant Secretary
INDEX TO EXHIBITS
Exhibit Number Description
99.1 Press release from PepsiCo, Inc.
dated February 8, 2001
FTC Issues Request for Additional Information in PepsiCo/Quaker Merger
PURCHASE, NY and CHICAGO, IL, Feb. 8-- PepsiCo, Inc. (NYSE: PEP) and The Quaker
Oats Company (NYSE: OAT) announced today that the Federal Trade Commission has
requested additional information in connection with its antitrust review of
PepsiCo's proposed merger with Quaker. Such a request is not uncommon in a
transaction of this size and was anticipated.
The companies also said that they have received preliminary clearance from the
Securities and Exchange Commission of the joint proxy statement/prospectus
relating to the merger.
As previously announced, the parties expect to complete the transaction sometime
in the second quarter of 2001.
Safe Harbor Statement
This release contains certain "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are naturally subject to uncertainty
and changes in circumstances. Actual results may vary materially from the
expectations contained herein. Factors that could cause actual results to differ
materially from those described herein include the inability to obtain
shareholder or regulatory approvals and actions of the U.S., foreign and local
governments. Forward-looking statements speak only as of the date they are made,
and neither PepsiCo, Inc. nor The Quaker Oats Company is under any obligation to
(and expressly disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new information, future
events, or otherwise.
- more -
On January 9, 2001, PepsiCo filed a joint proxy statement/prospectus in
connection with its proposed merger with The Quaker Oats Company. PepsiCo and
Quaker will be jointly preparing an amendment to the joint proxy
statement/prospectus and will be filing such amendment with the Securities and
Exchange Commission. Investors are urged to read the proxy statement/prospectus
when it becomes available and any other relevant documents filed with the SEC
because they will contain important information. Investors will be able to
obtain the documents free of charge at the web site maintained by the SEC at
www.sec.gov. In addition, investors may obtain documents filed with the SEC by
PepsiCo free of charge by requesting them in writing from PepsiCo, Inc., 700
Anderson Hill Road, Purchase, New York 10577, Attention: Secretary, or by
telephone at (914) 253-2000. Investors may obtain documents filed with the SEC
by Quaker free of charge by requesting them in writing from The Quaker Oats
Company, 321 North Clark Street, Chicago, Illinois 60610, Attention: Corporate
Secretary, or by telephone at (312) 222-7111.
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