SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
(X) ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2000
or
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number: 001-15019
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PEPSIAMERICAS, INC.
HOURLY RETIREMENT
SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
PEPSIAMERICAS, INC.
3501 Algonquin Road
Rolling Meadows, Illinois 60008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this Annual Report to be signed on its
behalf by the undersigned hereunto duly authorized.
PEPSIAMERICAS, INC.
HOURLY RETIREMENT SAVINGS PLAN
By: /s/ ANN SAMPLE
-----------------------------------
Ann Sample
Senior Vice President - Human Resources
Dated: June 28, 2001
PEPSIAMERICAS, INC.
HOURLY RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999
TOGETHER WITH INDEPENDENT AUDITORS' REPORT
PEPSIAMERICAS, INC.
HOURLY RETIREMENT
SAVINGS PLAN
----------
INDEX TO FINANCIAL STATEMENTS AND EXHIBIT
Report of Independent Auditors F-4
Financial Statements:
Statement of Net Assets Available for Benefits as of December 31, 2000
and 1999 F-5
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 2000 and 1999 F-6
Notes to Financial Statements F-7 to F-10
Consent of Independent Auditors Exhibit 23
Independent Auditors' Report
To the Administrative Committee of
PepsiAmericas, Inc. Hourly Retirement Savings Plan
Rolling Meadows, Illinois
We have audited the accompanying statement of net assets available for benefits
of PepsiAmericas, Inc. Hourly Retirement Savings Plan as of December 31, 2000
and 1999, and the related statement of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Ostrow Reisin Berk & Abrams, Ltd.
Chicago, Illinois
June 20, 2001
F-4
PEPSIAMERICAS, INC.
HOURLY RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 1999
---- ----
Assets:
Plan interest in PepsiAmericas, Inc.
Defined Contribution Master Trust $ 65,590,547 $ 68,760,697
Contributions receivable:
Participant 92,725 119,957
Employer, net of forfeitures 23,620 23,356
--------------- ---------------
Total assets 65,706,892 68,904,010
--------------- ---------------
Liabilities:
Expenses payable 37,751 37,109
--------------- ---------------
Total liabilities 37,751 37,109
--------------- ---------------
Net assets available for benefits $ 65,669,141 $ 68,866,901
=============== ===============
See notes to financial statements.
F-5
PEPSIAMERICAS, INC.
HOURLY RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2000 1999
---- ----
Additions to net assets attributed to:
Net investment income (loss) from the PepsiAmericas, Inc.
Defined Contribution Master Trust $ (2,122,884) $ 8,264,331
Contributions:
Participant 4,971,893 4,272,934
Employer, net of forfeitures 1,281,602 1,162,133
--------------- ---------------
Total additions 4,130,611 13,699,398
--------------- ---------------
Deductions from net assets attributed to:
Participants' withdrawals 4,138,123 4,033,747
Administrative expenses 186,397 162,723
--------------- ---------------
Total deductions 4,324,520 4,196,470
--------------- ---------------
Transfers (to) from other plans (Note 5) (3,003,851) 4,585,458
--------------- ---------------
Increase (decrease) in net assets (3,197,760) 14,088,386
Net assets available for plan benefits:
Beginning of year 68,866,901 54,778,515
--------------- ---------------
End of year $ 65,669,141 $ 68,866,901
=============== ===============
See notes to financial statements.
F-6
PEPSIAMERICAS, INC.
HOURLY RETIREMENT
SAVINGS PLAN
----------
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
(1) Description of Plan
The following brief description of the PepsiAmericas, Inc. Hourly Retirement
Savings Plan (formerly known as the Whitman Corporation Master Retirement
Savings Plan) (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
General
-------
The Plan is a defined contribution plan, which covers eligible employees of
PepsiAmericas, Inc. (formerly known as Whitman Corporation) and those of its
subsidiary companies which adopt the Plan, with any company having adopted the
Plan along with PepsiAmericas, Inc. being considered an Employer. Any hourly
employee who is a member of a group of employees to whom the Plan has been made
available through collective bargaining, or through other unilateral employment
requirements, and has elected to participate in the Plan is considered a
Participant.
The Plan permits participating Employers to select from a variety of features to
offer a custom-tailored Plan to employee groups. The Employer may offer the
Plan in the form of a Pre-tax 401(k) Savings Plan or an After-tax Savings Plan.
A variety of employee/employer contribution arrangements are available and are
in effect for various employee groups.
The total annual pre-tax contributions by a Participant were limited in 2000 and
1999 to the lesser of $10,500 and $10,000, respectively, (as adjusted to reflect
changes in the cost of living pursuant to Section 402(g) of the Internal Revenue
Code) or the appropriate percentage of the Participant's total compensation
during the year.
Forfeitures
-----------
Forfeited Employer contributions resulting from terminations of employment are
used to reduce Employer contributions after a Participant has terminated or
withdrawn from the Plan. In the event a Participant is rehired and reimburses
the amount disbursed to him from the Plan within the time period specified in
the Plan, the Employer is required to restore to the Participant's account any
previously forfeited amount used to reduce Employer contributions.
Plan Termination
----------------
Although it has not expressed any intent to do so, PepsiAmericas, Inc. has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
Participant Accounts
--------------------
Each Participant's account is credited with the Participant's contribution,
Employer contributions, and an allocation of Plan earnings. Allocations of
earnings are based on Participant account balances. The benefit to which a
Participant is entitled is the benefit that can be provided from the
Participant's account.
F-7
PEPSIAMERICAS, INC.
HOURLY RETIREMENT
SAVINGS PLAN
----------
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2000 and 1999
Participant Notes Receivable
----------------------------
In accordance with Plan provisions, loans are made to participants in amounts
not to exceed the lesser of one-half of the participant's vested account balance
or $50,000. The loans bear interest at the trustee's current prime rate in
effect on Monday of the week the loan is requested and are payable through
participant payroll withholdings under a reasonable repayment schedule of not
more than five years.
Vesting
-------
Participants will be 100% vested in Employer contributions made after completion
of 5 years of vesting service, if permanently disabled, upon attainment of age
65, upon death, or if terminated by an Employer for specific reasons.
Participants are immediately vested in their voluntary contributions and actual
earnings thereon.
Payment of Benefits
-------------------
On termination of service, a Participant may elect to receive the value of his
or her account in either a lump sum payment, in annual installments over a
period of time up to a maximum of fifteen years, in the form of immediate or
deferred annuity, or disbursement amounts at their discretion.
Expenses
--------
External administrative expenses for the preparation and maintenance of the
Plan's financial records and participant statements, and service fees on
insurance contracts are paid from Plan assets. Trustee, legal, and all other
external expenses are also paid from Plan assets to the extent that those
expenses of the Plan are not paid by the Plan Sponsor.
Investment Options
------------------
Participants in the Plan have the right to direct that their contributions be
invested in one or more funds designated by the Plan's Administrative Committee
as available for investment purposes. As of December 31, 2000 and 1999, the
following investments were offered:
o Conservative Portfolio
o Moderate Portfolio
o Growth Portfolio
o Aggressive Growth Portfolio
o Fixed Income Fund
o Large Company Fund
o Small Company Fund
o International Fund
o PepsiAmericas, Inc. Stock Fund
Employer matching contributions may be directed into the same funds, using the
same percentages, as Participant contributions. Earnings on investments in each
of the investment funds are reinvested in the respective funds.
F-8
PEPSIAMERICAS, INC.
HOURLY RETIREMENT
SAVINGS PLAN
----------
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2000 and 1999
(2) Interest in PepsiAmericas, Inc. Defined Contribution Master Trust
Certain assets of the Plan are in the PepsiAmericas, Inc. Defined Contribution
Master Trust (formerly known as the Whitman Corporation Defined Contribution
Master Trust) ("the Trust") which was established for the investment of assets
of the Plan and another PepsiAmericas, Inc. sponsored retirement plan. Each plan
has an undivided interest in the Trust. The assets of the Trust are held by the
Northern Trust Company (the "Trustee"). The Plan's interest in the net assets of
the Trust is based on the individual plan participants' investment balances.
Investment income is allocated on a daily basis through a valuation performed by
the Trustee. Administrative expenses relating to the Trust are allocated to the
individual funds based upon average monthly balances invested by each plan. At
December 31, 2000 and 1999, the Plan's interest in the net assets of the Trust
was approximately 26% and 27%, respectively.
The Trust held the following classifications of investments as of December 31,
2000 and 1999:
2000 1999
----------------- -----------------
Investments at market value:
Common Stock: PepsiAmericas, Inc. $ 21,107,883 $ 20,639,597
PepsiCo, Inc. 6,113,039 6,018,585
Collective Investment Trusts 172,652,633 178,817,962
Participant Notes Receivable 5,312,952 5,341,433
Investments at contract value:
Investment contracts 44,182,937 45,735,158
----------------- -----------------
Total Trust Investments $ 249,369,444 $ 256,552,735
================= =================
As of December 31, 2000 and 1999, the net assets of the Trust include the above
investments and other miscellaneous net assets totaling $310,508 and $66,381,
respectively.
Investment Income for the Trust is as follows for the years ended December 31,
2000 and 1999:
2000 1999
----------------- -----------------
Net appreciation (depreciation) in fair value of investments:
Common Stock $ 5,841,892 $ (17,341,043)
Collective Investment Trusts (12,863,167) 30,021,865
---------------- ----------------
(7,021,275) 12,680,822
Interest, Dividends and Other 3,399,960 3,234,065
---------------- ----------------
Total Investment Income (Loss) $ (3,621,315) $ 15,914,887
================ ================
(3) Summary of Significant Accounting Policies
Basis of Presentation
---------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investment Valuation and Income Recognition
-------------------------------------------
Except for the investment contracts, the Trust's investments are stated at fair
value. The fair values of marketable securities are based on quotations obtained
from national securities exchanges. Where marketable securities are not listed
on an exchange, quotations are obtained from brokerage firms.
F-9
PEPSIAMERICAS, INC.
HOURLY RETIREMENT
SAVINGS PLAN
----------
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2000 and 1999
Fully benefit-responsive investment contracts are valued at contract value,
which represents the principal balance of the investment contracts, plus accrued
interest at the stated contract rate, less payments received and contract
charges by the insurance company. The aggregate average yield of the investment
contracts for the year ended December 31, 2000 and 1999, was 6.2% and 6.0%,
respectively. The aggregate interest rate for the investment contracts as of
December 31, 2000 and 1999, was 6.2% and 6.2%, respectively. The fair value of
the investment contracts in the Trust as of December 31, 2000 and 1999, was
approximately $46,700,000 and $44,800,000, respectively.
The Trust records investment transactions on a trade date basis.
Benefits Paid to Participants
-----------------------------
Benefits are recorded when paid.
Use of Estimates
----------------
The financial statements have been prepared in accordance with generally
accepted accounting principles and necessarily include amounts based on
estimates and assumptions by management. Actual results could differ from those
estimates.
(4) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter
dated January 8, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
Administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC. The Plan
administrator believes that the Plan was qualified and the related trust was
tax-exempt as of the financial statement dates.
(5) Transfers (To) From Other Plans
In 1999, the Plan's sponsor entered into a new business relationship with
PepsiCo, Inc. ("PepsiCo"), whereby PepsiCo contributed certain assets of several
domestic franchise territories in May 1999 to the Plan's sponsor and the Plan's
sponsor sold certain of its operations to PepsiCo.
Effective June 11, 1999, the assets attributable to the participants under the
PepsiCo sponsored retirement plan were transferred to the Trust. The asset
transfer amounted to approximately $16.5 million. A residual transfer of
approximately $165,000 was made during 2000.
Effective February 23, 2000, the assets attributable to the accounts of the
participants who were employees of the domestic operations sold to PepsiCo were
transferred to the trust established under PepsiCo's retirement plans. The asset
transfer amounted to approximately $5.2 million.
F-10