UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 5, 2008
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
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| North Carolina
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1-1183
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13-1584302 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2008, PepsiCo, Inc. (the “Company”) entered into a U.S. $2.5 billion Euro Medium Term
Note Programme (the “Programme”), following the expiration of its existing programme. Under the
Programme, the Company may issue unsecured notes (the “Notes”) with such terms, including currency,
rate and maturity, as may be agreed by the Company and the purchasers of such Notes at the time of
sale. The Notes will be issued pursuant to the terms of the Amended and Restated Agency Agreement
dated August 5, 2008 by and among the Company, The Bank of New York and The Bank of New York
(Luxembourg) S.A. (the “Agency Agreement”) and the Amended and Restated Deed of Covenant dated
August 5, 2008 made by the Company (the “Deed of Covenant”). In connection therewith, the Company
also entered into the Amended and Restated Programme Agreement dated August 5, 2008 with the
dealers (the “Dealers”) named therein (the “Programme Agreement”). Copies of the Programme
Agreement, the Agency Agreement and the Deed of Covenant are included in this Current Report on
Form 8-K as Exhibits 1.1, 4.1, and 4.2, respectively, and are incorporated herein by reference. The
foregoing description of the Programme does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agency Agreement, the Programme Agreement and the
Deed of Covenant.
At this time, the Company has not issued any Notes pursuant to the Programme. Proceeds from any
issuance of Notes may be used for general corporate purposes, except as otherwise specified in the
applicable final terms.
Notes issued under the Programme will be issued pursuant to Regulation S under the Securities Act
of 1933, as amended (the “Act”), will not be registered under the Act, and may not be offered or
sold in the United States or to, or for the account or benefit of, a U.S. person absent
registration or an applicable exemption from the requirements of the Act.
In the ordinary course of their respective businesses, the Dealers and their affiliates have
engaged, and may in the future engage, in commercial banking and/or investment banking transactions
with the Company and its affiliates.
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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1.1
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Amended and Restated Programme Agreement dated August 5, 2008 between the
Company and the Dealers named therein. |
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4.1
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Amended and Restated Agency Agreement dated August 5, 2008 by and among the
Company, The Bank of New York Mellon and The Bank of New York (Luxembourg) S.A. |
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4.2
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Amended and Restated Deed of Covenant dated August 5, 2008 made by the
Company. |