-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GQhWzYnYAYwJ3iimy6K6VenUNnZXwe6dBUxudd9/aOc4Q1cBXtm2N8TDPRGCLTzW ozcSsM7UWQLTWTWEz2PkAA== 0000077476-96-000054.txt : 19960919 0000077476-96-000054.hdr.sgml : 19960919 ACCESSION NUMBER: 0000077476-96-000054 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960918 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-22970 FILM NUMBER: 96631620 BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 424B3 1 '96 DIRECTORS PROSPECTUS SUPPLEMENT File No. 33-22970 Filed pursuant to Rule 424(b)(3) and Rule 424(c) PROSPECTUS SUPPLEMENT (To Prospectus dated September 16, 1996) 153,454 Shares ---------- PepsiCo, Inc. CAPITAL STOCK (Par Value 1-2/3 Cents Per Share) ---------- This Prospectus Supplement supplements the accompanying Prospectus and relates to an aggregate of 153,454 shares of Capital Stock, par value 1-2/3 cents per share ("Capital Stock"), of PepsiCo, Inc. ("PepsiCo"), offered by or for the account of certain non-employee directors of PepsiCo (the "Selling Stockholders") in order to permit such person to sell or otherwise dispose of such securities from time to time. Certain information concerning the Selling Stockholders and their ownership of PepsiCo Capital Stock is set forth in this Prospectus Supplement under the caption "SELLING STOCKHOLDERS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by PepsiCo. Neither this Prospectus Supplement nor the accompanying Prospectus constitutes an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Neither delivery of this Prospectus Supplement or the accompanying Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof. The date of this Prospectus Supplement is September 18, 1996 Set forth below is certain information with respect to the Selling Stockholders, which information supersedes in its entirety the information under the heading "Selling Stockholders" in the accompanying Prospectus. SELLING STOCKHOLDERS Each of the Selling Stockholders has been a director of PepsiCo since September 1993, except for Messrs. Ray L. Hunt and Franklin A. Thomas, who were elected to PepsiCo's Board April 1, 1996 and September 22, 1994, respectively. Mr. Robert H. Stewart III, a director since 1965, retired from PepsiCo's Board effective April 1, 1996. The address for each Selling Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577.
- -------------------------- -------------- --------------- ----------------- ------------- Shares of Shares Shares/ Total Capital Previously Options Shares of Stock Received Received Capital Beneficially Pursuant to Pursuant to the Stock Owned* the Plan** Plan in 1996*** Offered - -------------------------- -------------- --------------- ----------------- ------------- John F. Akers 24,926 7,868 3,381 11,249 Robert E. Allen 6,140 4,340 3,381 7,721 Ray L. Hunt 0 0 3,381 3,381 John J. Murphy 21,018 17,418 3,381 20,799 Sharon Percy Rockefeller 62,016 18,272 3,381 21,653 Robert H. Stewart, III 126,000 37,736 0 37,736 Franklin A. Thomas 1,000 0 3,381 3,381 P. Roy Vagelos 26,636 6,636 3,381 10,017 Arnold R. Weber 40,016 34,136 3,381 37,517
- -------------- * These figures represent the number of shares of PepsiCo Capital Stock beneficially owned by each non-employee director as of September 18, 1996, not including the total number of options currently exercisable for shares received under the Plan in 1996. ** Adjusted to reflect a two-for-one stock split for shareholders of record on May 10, 1996. *** These amounts reflect currently exercisable options which were granted in 1996. No shares of stock were granted in 1996. -----END PRIVACY-ENHANCED MESSAGE-----