SC 13D/A 1 dp13169_sc13da.htm AMENDMENT NO. 11 TO SCHEDULE 13D
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 11)*

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)
 
April 19, 2009
(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 person’s 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 in 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).
 
 
 
 
 
 CUSIP No. 71343P200   
 13D
Page 2 of 17 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
PepsiCo, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
 o
4
SOURCE OF FUNDS (see instructions)
 
WC, OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
North Carolina
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
54,004,000
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
54,004,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
54,004,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
43.0% – See Item 5
  
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
  
 
 
Page 2 of 17 Pages
 
 
 CUSIP No. 71343P200   
 13D
Page 3 of 17 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Pepsi-Cola Metropolitan Bottling Company, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
 o
4
SOURCE OF FUNDS (see instructions)
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
33,602,096
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
33,602,096
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
33,602,096
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
26.8% – See Item 5
  
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
  
 
 
Page 3 of 17 Pages
 
 
 CUSIP No. 71343P200   
 13D
Page 4 of 17 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Pepsi-Cola Operating Company of Chesapeake and Indianapolis
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
 o
4
SOURCE OF FUNDS (see instructions)
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
10,578,951
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
10,578,951
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,578,951
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4% – See Item 5
  
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
  

Page 4 of 17 Pages
 
 
 CUSIP No. 71343P200   
 13D
Page 5 of 17 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Pepsi-Cola Bottling Company of St. Louis, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)
o
 
(b)
x
3
SEC USE ONLY
 
 
 o
4
SOURCE OF FUNDS (see instructions)
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri
  
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
8,752,823
9 
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
8,752,823
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,752,823
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0% – See Item 5
  
14
TYPE OF REPORTING PERSON (see instructions)
 
CO
  


 
Page 5 of 17 Pages

AMENDMENT NO. 11 TO SCHEDULE 13D
 
This Amendment No. 11 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”), Amendment No. 9 thereto filed on August 6, 2008 (“Amendment No. 9”), and Amendment No. 10 thereto filed on September 3, 2008 (“Amendment No. 10” 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, Amendment No. 9, and Amendment No. 10, 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. 11 in connection with the proposal submitted by PepsiCo to the Board of Directors of the Company described in Item 4 below.

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.  Capitalized terms used without definitions in this Amendment No. 11 shall have the respective meanings ascribed to them 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 276,015 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 17 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.
 
The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.  It is anticipated that funding for the cash portion of the consideration payable pursuant to the Proposal will be obtained from working capital and/or other financing sources.
 
Item 4.  Purpose of Transaction.
 
On April 19, 2009, PepsiCo delivered a letter (the “Proposal Letter”) to the Board of Directors of the Company in which PepsiCo proposed to acquire by merger all of the outstanding shares of the Company’s Common Stock, other than any shares held by PepsiCo or its affiliates, for a purchase price per share of Common Stock of $11.64 in cash and 0.223 shares of PepsiCo common stock (the “Proposal”).  The Proposal is subject to a number of conditions, including the negotiation of a definitive merger agreement, approval of the proposed transaction by a majority of the Company’s directors independent from PepsiCo, and the concurrent acquisition by PepsiCo of all of the outstanding shares of common stock, par value $0.01 per share, of The Pepsi Bottling Group, Inc. (“PBG”) other than any shares of PBG held by PepsiCo or its affiliates.  No assurances can be given that a definitive merger agreement with respect to the Proposal will be entered into or whether the proposed transaction will be consummated.  On April 20, 2009, PepsiCo issued a press release in connection with the Proposal.
 
The Proposal could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the present board of directors of the Company, a change to the present capitalization or dividend policy of the Company, the delisting of the Company’s securities from the New York Stock Exchange, and a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.  One or more of the Reporting Persons are expected to take actions in furtherance of the Proposal or any amendment thereof.
 
Subject to compliance with the terms of the Amended Shareholder Agreement (as defined in Item 6 of Amendment No. 10), the Reporting Persons may at any time, or from time to time, acquire additional shares of Common Stock or dispose of their shares of Common Stock, propose, pursue, or choose not to pursue the Proposal; change the terms of the Proposal Letter, including the price, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the transaction described in the Proposal Letter; otherwise seek control or seek to influence the management and policies of the Company; or change their intentions with respect to any such matters.
 
A copy of the Proposal Letter is filed as Exhibit 99.2 to this Schedule 13D, and is incorporated by reference into this Item 4.  A copy of the press release issued by PepsiCo is filed as Exhibit 99.3 to this Schedule 13D, and is incorporated by reference into this Item 4.
 
Item 5.  Interest in Securities of the Issuer.  
 
Item 5 of the Schedule 13D is hereby replaced in its entirety as follows:

(a) Based on the Company’s Annual Report on Form 10-K for the period ended January 3, 2009, as of February 27, 2009, the Company had 125,519,755 shares of Common Stock outstanding.  Percentage figures are based on this number of shares outstanding.  For purposes of Rule 13d-3 promulgated under Exchange Act:

 
•
  
PepsiCo may be deemed to beneficially own 54,004,000 shares of Common Stock, or approximately 43.0% of the outstanding shares of Common Stock.
       
 
 
Page 7 of 17 Pages
 
 
•
  
Metro may be deemed to beneficially own 33,602,096 shares of Common Stock, or approximately 26.8% of the outstanding shares of Common Stock.
       
 
•
  
Chesapeake may be deemed to beneficially own 10,578,951 shares of Common Stock, or approximately 8.4% of the outstanding shares of Common Stock.
       
 
•
  
St. Louis may be deemed to beneficially own 8,752,823 shares of Common Stock, or approximately 7.0% of the outstanding shares of Common Stock.
       
 
•
  
Midland may be deemed to beneficially own 794,115 shares of Common Stock, or approximately 0.6% of the outstanding shares of Common Stock.
       
 
•
  
BFSI may be deemed to beneficially own 276,015 shares of Common Stock, or approximately 0.2% 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) No transaction has been effected in the Common Stock by any of the persons named in response to (a) above within the past sixty days.

(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.
 
Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the description of the Proposal set forth in Item 4 above.

Item 7.  Material to be Filed as Exhibits.
                                
Exhibit No.       Exhibit Name
     
99.1
  
Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 4).
     
99.2
  
Proposal Letter, dated April 19, 2009, from PepsiCo, Inc. to the Board of Directors of PepsiAmericas, Inc.
     
99.3
  
PepsiCo, Inc. press release dated April 20, 2009


 
Page 8 of 17 Pages
 

 
SIGNATURE
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:  April 20, 2009

PEPSICO, INC.
 
  
By:
/s/ Thomas H. Tamoney, Jr.
  
 
Name:
Thomas H. Tamoney, Jr.
  
 
Title:
Senior Vice President, Deputy General Counsel and Assistant Secretary
  

PEPSI-COLA METROPOLITAN BOTTLING
COMPANY, INC.
 
  
By:
/s/ Thomas H. Tamoney, Jr.
  
 
Name:
Thomas H. Tamoney, Jr.
  
 
Title:
Vice President and Assistant Secretary
  

PEPSI-COLA OPERATING COMPANY OF
CHESAPEAKE AND INDIANAPOLIS
 
  
By:
/s/ Thomas H. Tamoney, Jr.
  
 
Name:
Thomas H. Tamoney, Jr.
  
 
Title:
Vice President and Assistant Secretary
  
 
PEPSI-COLA BOTTLING COMPANY OF
ST. LOUIS, INC.
 
  
By:
/s/ Thomas H. Tamoney, Jr.
  
 
Name:
Thomas H. Tamoney, Jr.
  
 
Title:
Vice President and Assistant Secretary
  
 

 
 
Page 9 of 17 Pages

 
EXHIBIT INDEX

 
Exhibit No.      
Exhibit Name
     
99.1
  
Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 4).
     
99.2
  
Proposal Letter, dated April 19, 2009, from PepsiCo, Inc. to the Board of Directors of PepsiAmericas, Inc.
     
99.3
  
PepsiCo, Inc. press release dated April 20, 2009
 
 

 
Page 10 of 17 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 individual’s name refers to PepsiCo and each individual is a United States citizen.
         
Name
  
Business Address
  
Present Principal Occupation
Peter A. Bridgman
 
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President and Controller
 
         
Shona L. Brown*   PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
   Senior Vice President, Business Operations, Google, Inc.
         
Albert P. Carey
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
CEO and President, Frito-Lay North America
         
John C. Compton
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
CEO, PepsiCo Americas Foods
         
Ian M. Cook*†
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
CEO, Colgate-Palmolive Company
         
Massimo F. d’Amore ††
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
CEO, PepsiCo Americas Beverages
         
Dina Dublon*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Former Executive Vice President and Chief Financial Officer of JPMorgan Chase & Co.
         
Victor J. Dzau*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Chancellor for Health Affairs at Duke University and President and CEO of the Duke University Health System
         
Richard Goodman
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Chief Financial Officer
         
Ray L. Hunt*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Chief Executive Officer of Hunt Oil Company and Chairman, Chief Executive Officer and President, Hunt Consolidated, Inc.
         
Alberto Ibargüen*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
President and Chief Executive Officer of the John S. and James L. Knight Foundation
         
Hugh F. Johnston
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
President, Pepsi-Cola North America
         
Arthur C. Martinez*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Former Chairman of the Board, President and Chief Executive Officer of Sears, Roebuck and Co.
 
 
Page 11 of 17 Pages
 
Name
  
Business Address
  
Present Principal Occupation
         
Indra K. Nooyi*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Chairman and CEO
         
Lionel L. Nowell III
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President and Treasurer
         
Sharon Percy Rockefeller*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
President and Chief Executive Officer WETA Public Stations
         
James J. Schiro*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Chief Executive Officer of Zurich Financial Services
         
Larry D. Thompson
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President, Government Affairs, General Counsel and Secretary
         
Lloyd G. Trotter*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Managing Partner, GenNx360 Capital Partners
         
Cynthia M. Trudell
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President, Human Resources and Chief Personnel Officer
         
Daniel Vasella*†††
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Chairman of the Board and Chief Executive Officer of Novartis AG
         
Michael D. White*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice-Chairman of PepsiCo and CEO, PepsiCo International
 
     
*
  
Director
     
†
  
Ian M. Cook is a citizen of the United Kingdom.
     
††
  
Massimo F. d’Amore is a citizen of Italy.
     
†††
  
Daniel Vasella is a citizen of Switzerland.
 

 
Page 12 of 17 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 individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.
         
Name
  
Business Address
  
Present Principal Occupation
Sarah Bergman
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Counsel
         
Robert Biggart
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
General Counsel, PepsiCo Americas Beverages
         
Kathryn L. Carson
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President, General Counsel Pepsi-Cola North America
         
Renee Garbus
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
         
Christine Griff*
  
PepsiCo, Inc.
  
Director, Tax Counsel
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Victor De Hoyos
  
PepsiCo, Inc.
  
Senior Tax Manager
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Charles Mueller
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Director, State and Local Taxes
   
Purchase, NY 10577
    
         
Mala Murthy
  
PepsiCo, Inc.
  
Vice President and Assistant Treasurer
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Lionel L. Nowell III
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Senior Vice President and Treasurer
   
Purchase, NY 10577
    
         
Thomas Salcito
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Vice President, Tax Administration
   
Purchase, NY 10577
    
         
Ken Smith
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
         
Thomas H. Tamoney, Jr.*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President, Deputy General Counsel and Assistant Secretary
         
 
 
Page 13 of 17 Pages
 
 
J. Darrell Thomas*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
   
 
    
 
     
*
  
Director
 
 
Page 14 of 17 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 individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.
         
Name
  
Business Address
  
Present Principal Occupation
Sarah Bergman
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Counsel
         
Kathryn L. Carson
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President, General Counsel Pepsi-Cola North America
         
Renee Garbus
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
         
Christine Griff*
  
PepsiCo, Inc.
  
Director, Tax Counsel
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Victor De Hoyos
  
PepsiCo, Inc.
  
Senior Tax Manager
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Charles Mueller
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Director, State and Local Taxes
   
Purchase, NY 10577
    
         
Mala Murthy
  
PepsiCo, Inc.
  
Vice President and Assistant Treasurer
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Thomas Salcito
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President, Tax Administration
         
Ken Smith
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
         
Thomas H. Tamoney, Jr.*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President, Deputy General Counsel and Assistant Secretary
         
J. Darrell Thomas*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
 
     
*
  
Director
 

Page 15 of 17 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 individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.
         
Name
  
Business Address
  
Present Principal Occupation
Sarah Bergman
  
PepsiCo, Inc.
  
Senior Counsel
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Kathryn L. Carson
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President, General Counsel
Pepsi-Cola North America
         
Renee Garbus
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Vice President and Assistant Treasurer
   
Purchase, NY 10577
    
         
Christine Griff*
  
PepsiCo, Inc.
  
Director, Tax Counsel
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Victor De Hoyos
  
PepsiCo, Inc.
  
Senior Tax Manager
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Charles Mueller
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Director, State and Local Taxes
   
Purchase, NY 10577
    
         
Mala Murthy
  
PepsiCo, Inc.
  
Vice President and Assistant Treasurer
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Lionel L. Nowell III  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President and Treasurer
         
Brian Nurse
  
PepsiCo, Inc.
  
Senior Legal Counsel
   
700 Anderson Hill Road
    
   
Purchase, NY 10577
    
         
Thomas Salcito
  
PepsiCo, Inc.
700 Anderson Hill Road
  
Vice President, Tax Administration
   
Purchase, NY 10577
    
         
Ken Smith
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
         
Thomas H. Tamoney, Jr.*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Senior Vice President, Deputy
General Counsel and Assistant Secretary
         
 
 
Page 16 of 17 Pages
 
J. Darrell Thomas*
  
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
  
Vice President and Assistant Treasurer
 
     
*
  
Director


 
 
Page 17 of 17 Pages