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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 10)*
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)
September 2, 2008
(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.
* The remainder of this cover page shall be filled
out for a reporting persons 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 on 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).
(Continued on the following pages)
(Page 1 of 16 Pages)
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CUSIP No. |
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71343P200 |
13 D |
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2 |
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16 |
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1 |
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NAME OF REPORTING PERSON
PepsiCo, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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North Carolina
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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54,078,800 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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54,078,800 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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54,078,800 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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42.5% - See Item 5 |
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TYPE OF REPORTING PERSON |
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CO |
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CUSIP No. |
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71343P200 |
13 D |
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3 |
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of |
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16 |
Pages |
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1 |
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NAME OF REPORTING PERSON
Pepsi-Cola Metropolitan Bottling Company, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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New Jersey
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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33,602,096 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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33,602,096 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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33,602,096 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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26.4% - See Item 5 |
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TYPE OF REPORTING PERSON |
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CO |
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CUSIP No. |
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71343P200 |
13 D |
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4 |
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1 |
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NAME OF REPORTING PERSON
Pepsi-Cola Operating Company of Chesapeake and Indianapolis |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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10,578,951 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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10,578,951 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,578,951 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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8.3% - See Item 5 |
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TYPE OF REPORTING PERSON |
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CO |
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CUSIP No. |
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71343P200 |
13 D |
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of |
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1 |
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NAME OF REPORTING PERSON
Pepsi-Cola Bottling Company of St. Louis, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Missouri
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,752,823 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
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SHARED DISPOSITIVE POWER |
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8,752,823 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,752,823 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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6.9% - See Item 5 |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10 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), and Amendment No. 9 thereto filed on August 6, 2008 (Amendment No. 9 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, and Amendment No. 9, 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. 10 to report the
disposition of beneficial ownership of approximately 1% of the outstanding shares of Common Stock
of the Company.
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.
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 Schedule 13D 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 350,815 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.
(b) See (a) above.
(c) See (a) above.
(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.
Not applicable.
Item 4. Purpose of Transaction.
(a) As previously reported in Amendment No. 5, the board of directors of PepsiCo has
authorized a reduction in PepsiCos aggregate level of beneficial ownership of the Company over a
multi-year period to no less than the level at the time of the Companys merger with Whitman
Corporation in November 2000 of approximately 37%. Such reduction in ownership is not intended to
affect PepsiCos commercial or other relationships with the Company. PepsiCo management has
discretion to determine the timing and manner of disposition of the Common Stock. Sales of Common
Stock may be made in offerings registered under the Securities Act of 1933, as amended (the
Securities Act), or in transactions exempt from registration under the Securities Act, including
without limitation sales in accordance with Rule 144 under the Securities Act and privately
negotiated transactions.
As previously reported in Amendment No. 6, PepsiCo entered into a trading plan agreement with
Morgan Stanley & Co. Incorporated (Morgan Stanley) dated as of December 4, 2007 (the December
2007 Trading Plan Agreement) providing for the disposition of up to 4,330,000 shares of Common
Stock. Between January 2, 2008 (the date that sales began under the December 2007 Trading Plan
Agreement) and May 16, 2008 (the trading date immediately preceding the effectiveness of the May
2008 Trading Plan Agreement (as defined below)) 607,549 shares of Common Stock had been sold under
the December 2007 Trading Plan Agreement. See Item 6(b) below.
As previously reported in Amendment No. 7, PepsiCo entered into a new trading plan agreement
with Morgan Stanley dated May 19, 2008 (the May 2008 Trading Plan Agreement), which superseded
the December 2007 Trading Plan Agreement in its entirety, providing for the sale of up to 5,400,000
shares of Common Stock. Between May 19, 2008 (the date that sales began under the May 2008 Trading
Plan Agreement) and September 2, 2008 (the trading date immediately preceding the date of this
Amendment No. 10) 2,577,521 shares of Common Stock had been sold under the May 2008 Trading Plan
Agreement, including the 1,021,621 shares of Common Stock sold under the May 2008 Trading Plan
Agreement since the filing of Amendment No. 9. See Item 6(c) below.
(b)- (j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) The Company reported that as of July 25, 2008, it had 127,296,134 outstanding shares of
Common Stock. Percentage figures are based on this number of shares outstanding. For purposes of
Rule 13d-3 promulgated under Exchange Act:
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PepsiCo may be deemed to beneficially own 54,078,800 shares of Common Stock, or
approximately 42.5% of the outstanding shares of Common Stock. |
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Metro may be deemed to beneficially own 33,602,096 shares of Common Stock, or
approximately 26.4% of the outstanding shares of Common Stock. |
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Chesapeake may be deemed to beneficially own 10,578,951 shares of Common Stock, or
approximately 8.3% of the outstanding shares of Common Stock. |
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St. Louis may be deemed to beneficially own 8,752,823 shares of Common Stock, or
approximately 6.9% of the outstanding shares of Common Stock. |
Page 7 of 16 Pages
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Midland may be deemed to beneficially own 794,115 shares of Common Stock, or
approximately 0.6% of the outstanding shares of Common Stock. |
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BFSI may be deemed to beneficially own 350,815 shares of Common Stock, or
approximately 0.3% 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) The tables attached hereto as Exhibits 99.4 and 99.5, and incorporated herein by
reference, set forth a summary of the sales made by each of Metro and BFSI, respectively, in
accordance with the May 2008 Trading Plan Agreement since the filing of Amendment No. 9. All such
sales were made pursuant to open market transactions and were reported on Form 4s previously filed
with the Securities and Exchange Commission by PepsiCo and Metro, in the case of sales by Metro,
and by PepsiCo, in the case of sales by BFSI, for such period.
Other than as set forth herein, the Reporting Persons have not effected any transaction in the
Common Stock since the filing of Amendment No. 9.
(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.
(a) Amended Shareholder Agreement
On September 6, 2005, PepsiCo and the Company entered into a Second Amended and Restated
Shareholder Agreement (the Amended Shareholder Agreement), which amends and restates in its
entirety that Amended and Restated Shareholder Agreement dated as of November 30, 2000 (the Prior
Agreement) between PepsiCo and the Company. The material terms of the Prior Agreement were
previously summarized under the heading Amended and Restated PepsiCo Shareholder Agreement under
Item 6 of the Original 13D. The Amended Shareholder Agreement provides that PepsiCo and its
affiliates may not own more than 49% of the outstanding Common Stock. Under the Prior Agreement,
PepsiCos and its affiliates ownership of Common Stock was similarly limited to a maximum
ownership percentage of 49% of the outstanding Common Stock, but the combined ownership of PepsiCo
and its affiliates, together with Robert C. Pohlad, his affiliates and his family, was also limited
to a maximum ownership percentage of 49.9% of the outstanding Common Stock. The primary purpose of
the Amended Shareholder Agreement was to decouple the ownership limitations that previously applied
to the aggregate ownership of PepsiCo and Mr. Pohlad, his affiliates and his family.
Any acquisitions by PepsiCo that would cause the maximum ownership percentage to be exceeded
continue to require the consent of either (1) a majority of the Companys directors not affiliated
with PepsiCo or (2) the Companys shareholders not affiliated with PepsiCo, or must be made
pursuant to an offer for all outstanding shares of Common Stock at a price meeting specific
minimum-price criteria. The Amended Shareholder Agreement continues to specify that, during its
term, none of PepsiCo or its affiliates may enter into any agreement or commitment with Mr. Pohlad,
his affiliates or his family with respect to the holding, voting, acquisition or disposition of the
Common Stock. The Amended Shareholder Agreement also continues to restrict certain transfers by
PepsiCo and its affiliates that would result in a third party unaffiliated with PepsiCo owning
greater than 20% of the outstanding shares of Common Stock.
The foregoing description of the Amended Shareholder Agreement does not purport to be complete
and is qualified in its entirety by reference to the Amended Shareholder Agreement which is
included as an exhibit hereto and is incorporated into this report by reference.
Page 8 of 16 Pages
(b) December 2007 Trading Plan Agreement
In connection with the matters described under Item 4(a), PepsiCo entered into the December
2007 Trading Plan Agreement. The December 2007 Trading Plan Agreement is more fully described in
Item 6(b) of Amendment No. 6. As described in Item 4(a) above, the December 2007 Trading Plan
Agreement has been superseded in its entirety by the May 2008 Trading Plan Agreement. See Item
4(a) above and Item 6(c) below for a description of the May 2008 Trading Plan Agreement.
(c) May 2008 Trading Plan Agreement
In connection with the matters described under Item 4(a), PepsiCo entered into the May 2008
Trading Plan Agreement. The May 2008 Trading Plan Agreement is more fully described in Item 6(c)
of Amendment No. 7. The May 2008 Trading Plan Agreement superseded the December 2007 Trading Plan
Agreement in its entirety, is intended to satisfy the requirements of Rule 10b5-1(c)(1) under the
Exchange Act and provides for the sale of a maximum of 5,400,000 shares of Common Stock during the
period between May 19, 2008 through December 19, 2008. All 5,400,000 shares of Common Stock may
not be sold during such period. Assuming the sale of all 5,400,000 shares of Common Stock pursuant
to the May 2008 Trading Plan Agreement, PepsiCo would beneficially own approximately 40.3% of the
Common Stock. Sales of Common Stock in future periods would be necessary in order to reach the
approximately 37% level of ownership at the time of the Whitman Corporation merger in 2000 referred
to under item 4(a). See Items 4(a) and 6(b) above for a description of the December 2007 Trading
Plan Agreement and Item 4(a) above for a description of the May 2008 Trading Plan Agreement.
PepsiCo may dispose of shares of Common Stock otherwise than pursuant to the May 2008 Trading
Plan Agreement. The May 2008 Trading Plan Agreement may be terminated by PepsiCo at any time.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the May 2008 Trading Plan Agreement which is included as an exhibit hereto and is
incorporated into this report by reference.
Item 7. Material to be Filed as Exhibits.
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Exhibit 99.1
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Joint Filing Agreement among the Reporting Persons
(incorporated by reference to Exhibit 99.1 to Amendment No.
4). |
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Exhibit 99.2
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Second Amended and Restated Shareholder Agreement dated as of
September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc.
(incorporated by reference to Exhibit 99.2 to Amendment No.
4). |
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Exhibit 99.3
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Agreement between PepsiCo, Inc. and Morgan Stanley & Co.
Incorporated dated May 19, 2008 [portions of this exhibit
have been omitted pursuant to a request for confidential
treatment] (incorporated by reference to Exhibit 99.3 to
Amendment No. 7). |
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Exhibit 99.4
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Metros Transaction Listing Required by Item 5(c). |
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Exhibit 99.5
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BFSIs Transaction Listing Required by Item 5(c). |
Page 9 of 16 Pages
SIGNATURES
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: September 3, 2008
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PEPSICO, INC.
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By: |
/s/ Thomas H. Tamoney, Jr. |
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Name: |
Thomas H. Tamoney, Jr. |
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Title: |
Senior Vice President, Deputy
General Counsel and Assistant
Secretary |
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PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC.
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By: |
/s/ Thomas H. Tamoney, Jr. |
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Name: |
Thomas H. Tamoney, Jr. |
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Title: |
Vice President and Assistant
Secretary |
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PEPSI-COLA OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS
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By: |
/s/ Thomas H. Tamoney, Jr. |
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Name: |
Thomas H. Tamoney, Jr. |
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Title: |
Vice President and Assistant Secretary |
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PEPSI-COLA BOTTLING COMPANY OF ST. LOUIS, INC.
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By: |
/s/ Thomas H. Tamoney, Jr. |
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Name: |
Thomas H. Tamoney, Jr. |
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Title: |
Vice President and Assistant Secretary |
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Page 10 of 16 Pages
EXHIBIT INDEX
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Exhibit |
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Exhibit |
Number |
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Name |
99.1
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Joint Filing Agreement among the Reporting Persons (incorporated
by reference to Exhibit 99.1 to Amendment No. 4). |
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99.2
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Second Amended and Restated Shareholder Agreement dated as of
September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc.
(incorporated by reference to Exhibit 99.2 to Amendment No. 4). |
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99.3
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Agreement between PepsiCo, Inc. and Morgan Stanley & Co.
Incorporated dated May 19, 2008 [portions of this exhibit have
been omitted pursuant to a request for confidential treatment]
(incorporated by reference to Exhibit 99.3 to Amendment No. 7). |
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99.4
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Metros Transaction Listing Required by Item 5(c). |
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99.5
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BFSIs Transaction Listing Required by Item 5(c). |
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 individuals name refers
to PepsiCo and each individual is a United States citizen.
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Name |
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Business Address |
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Present Principal Occupation |
Peter A. Bridgman
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Senior Vice President and
Controller |
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Albert P. Carey
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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CEO and President, Frito-Lay North
America |
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John C. Compton
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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CEO, PepsiCo Americas Foods |
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Ian M. Cook*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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CEO, Colgate-Palmolive Company |
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Massimo F. dAmore
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PepsiCo, Inc.
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CEO, PepsiCo Americas Beverages |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Dina Dublon*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Former Executive Vice President
and Chief Financial Officer of
JPMorgan Chase & Co. |
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Victor J. Dzau*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Chancellor for Health Affairs at
Duke University and President and
CEO of the Duke University Health
System |
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Richard Goodman
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Chief Financial Officer |
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Ray L. Hunt*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Chief Executive Officer of Hunt
Oil Company and Chairman, Chief
Executive Officer and President,
Hunt Consolidated, Inc. |
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Alberto Ibargüen*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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President and Chief Executive
Officer of the John S. and James L.
Knight Foundation |
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Hugh F. Johnston
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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President, Pepsi-Cola North America |
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Arthur C. Martinez*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Former Chairman of the Board,
President and Chief Executive
Officer of Sears, Roebuck and Co. |
Page 12 of 16 Pages
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Name |
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Business Address |
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Present Principal Occupation |
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Indra K. Nooyi*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Chairman and CEO |
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Lionel L. Nowell III
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Senior Vice President and Treasurer |
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Sharon Percy Rockefeller*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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President and Chief Executive
Officer WETA Public Stations |
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James J. Schiro*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Chief Executive Officer of Zurich
Financial Services |
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Larry D. Thompson
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Senior Vice President, Government
Affairs, General Counsel and
Secretary |
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Lloyd G. Trotter*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Partner, GenNx360 Capital Partners |
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Cynthia M. Trudell
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Senior Vice President, Human
Resources and Chief Personnel
Officer |
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Daniel Vasella*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Chairman of the Board and Chief
Executive Officer of Novartis AG |
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Michael D. White*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice-Chairman of PepsiCo and
CEO, PepsiCo International |
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* |
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Director |
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Ian M. Cook is a citizen of the United Kingdom. |
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Massimo F. dAmore is a citizen of Italy. |
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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
individuals name refers to PepsiCo, Inc. and each individual is a United States citizen.
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Name |
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Business Address |
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Present Principal Occupation |
Sarah Bergman
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PepsiCo, Inc.
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Senior Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Robert Biggart
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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General Counsel, PepsiCo
Americas Beverages |
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Kathryn L. Carson
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President, General Counsel
Pepsi-Cola North America |
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Renee Garbus
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President and Assistant Treasurer |
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Christine Griff*
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PepsiCo, Inc.
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Director, Tax Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Victor De Hoyos
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PepsiCo, Inc.
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Senior Tax Manager |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Charles Mueller
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PepsiCo, Inc.
700 Anderson Hill Road
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Director, State and Local Taxes |
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Purchase, NY 10577 |
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Brian Nurse
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PepsiCo, Inc.
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Senior Legal Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Thomas Salcito
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PepsiCo, Inc.
700 Anderson Hill Road
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Vice President, Tax Administration |
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Purchase, NY 10577 |
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Thomas H. Tamoney, Jr.*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
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Senior Vice President, Deputy
General Counsel and Assistant Secretary |
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J. Darrell Thomas*
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PepsiCo, Inc.
700 Anderson Hill Road
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Vice President and Assistant Treasurer |
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Purchase, NY 10577 |
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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 individuals name refers to PepsiCo, Inc. and each individual is a United States
citizen.
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Name |
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Business Address |
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Present Principal Occupation |
Sarah Bergman
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PepsiCo, Inc.
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Senior Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Kathryn L. Carson
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President, General Counsel
Pepsi-Cola North America |
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Renee Garbus
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President and Assistant Treasurer |
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Christine Griff*
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PepsiCo, Inc.
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Director, Tax Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Victor De Hoyos
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PepsiCo, Inc.
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Senior Tax Manager |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Charles Mueller
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PepsiCo, Inc.
700 Anderson Hill Road
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Director, State and Local Taxes |
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Purchase, NY 10577 |
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Brian Nurse
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PepsiCo, Inc.
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Senior Legal Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Thomas Salcito
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President, Tax Administration |
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Thomas H. Tamoney, Jr.*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Senior Vice President, Deputy
General Counsel and Assistant
Secretary |
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J. Darrell Thomas*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President and Assistant Treasurer |
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
individuals name refers to PepsiCo, Inc. and each individual is a United States citizen.
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Name |
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Business Address |
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Present Principal Occupation |
Sarah Bergman
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PepsiCo, Inc.
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Senior Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Kathryn L. Carson
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President, General Counsel
Pepsi-Cola North America |
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Renee Garbus
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PepsiCo, Inc.
700 Anderson Hill Road
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Vice President and Assistant Treasurer |
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Purchase, NY 10577 |
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Christine Griff*
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PepsiCo, Inc.
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Director, Tax Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Victor De Hoyos
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PepsiCo, Inc.
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Senior Tax Manager |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Charles Mueller
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PepsiCo, Inc.
700 Anderson Hill Road
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Director, State and Local Taxes |
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Purchase, NY 10577 |
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Brian Nurse
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PepsiCo, Inc.
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Senior Legal Counsel |
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700 Anderson Hill Road |
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Purchase, NY 10577 |
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Thomas Salcito
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PepsiCo, Inc.
700 Anderson Hill Road
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Vice President, Tax Administration |
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Purchase, NY 10577 |
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Thomas H. Tamoney, Jr.*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Senior Vice President, Deputy
General Counsel and Assistant Secretary |
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J. Darrell Thomas*
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PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
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Vice President and Assistant Treasurer |
Page 16 of 16 Pages