Edgar Filing: PEPSIAMERICAS INC/IL/

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101. Information to be Included in the Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a))

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*

PepsiAmericas, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share, and associated Preferred Share Purchase Rights

(Title of Class of Securities)

71343P200

(CUSIP Number)

Michael J. Reinarts
Vice President
Starquest Securities, LLC
Suite 3900
60 South Sixth Street
Minneapolis, MN 55402
(612) 661-3700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 31, 2010

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following boxo.

* 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 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 following pages)

CUSIP No.

71343P200

13D

Page

Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starquest Securities, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Minnesota

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			12,116,087

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			12,116,087

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	12,116,087

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.

71343P200

13D

Page

Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dakota Holdings, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Minnesota

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			12,116,087

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			12,116,087

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	12,116,087

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No.

71343P200

13D

Page

Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pohlad Companies


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Minnesota

		7	SOLE VOTING POWER

NUMBER OF			102

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			12,116,087

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			102

WITH		10	SHARED DISPOSITIVE POWER

			12,116,087

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	12,116,189

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.7%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

CUSIP No.

71343P200

13D

Page

Pages

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robert C. Pohlad

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

870,730*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

12,116,189

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

633,725**

WITH

SHARED DISPOSITIVE POWER

12,116,189

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,986,919 *

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Includes 414,300 shares of common stock purchasable pursuant to the exercise of options and 310,005 shares of common stock underlying unvested restricted stock awards, over which the reporting person has sole voting power but no dispositive power.

** Includes 414,300 shares of common stock purchasable pursuant to the exercise of options and 73,000 shares of common stock underlying unvested restricted stock awards that are scheduled to vest within the next 60 days.

Explanatory Statement

Starquest Securities, LLC, a Minnesota limited liability company (“Starquest”), Dakota Holdings, LLC, a Minnesota limited liability company (“Dakota”), Pohlad Companies, a Minnesota corporation (“Pohlad Companies”), and Robert C. Pohlad (collectively, the “Reporting Persons”) hereby file this Amendment No. 6 to the Schedule 13D originally filed on January 5, 2006, and amended on February 27, 2007, February 5, 2008, February 7, 2008, March 4, 2008 and March 3, 2009 with respect to their beneficial ownership of shares of common stock, par value $0.01 per share, and associated preferred share purchase rights (collectively, the “Shares”), of PepsiAmericas, Inc. (the “Company” or “PepsiAmericas”), which class of securities is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.

This amendment is being filed to report the termination of the 2000 Irrevocable Trust No. 1 of Carl R. Pohlad Created Under Agreement Dated January 17, 2000, effective as of January 31, 2010, and the termination of the Trust for Carl R. Pohlad Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as Amended, effective as of February 8, 2010. In addition, this Schedule 13D reports certain other changes in the owners of Starquest and Dakota and updates the beneficial holdings of Robert C. Pohlad, James O. Pohlad, and William M. Pohlad. Items 2 and 5 of the Schedule 13D are hereby amended and restated.

Item 2. Identity and Background.

(a), (b) and (c) This statement is filed on behalf of the Reporting Persons. Starquest’s members are (1) Dakota, (2) the James O. Pohlad Trust Share of the Pohlad Family Wealth Trust Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as Amended, (3) the Robert C. Pohlad Trust Share of the Pohlad Family Wealth Trust Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as Amended, (4) the William M. Pohlad Trust Share of the Pohlad Family Wealth Trust Created Under the 2000 Amendment and Restatement of the Revocable Trust of Eloise O. Pohlad dated October 12, 2000, as Amended, (5) James O. Pohlad, (6) Robert C. Pohlad and (7) William M. Pohlad. Dakota holds 100% of the Class A Units of Starquest, and in combination with its Class B Units, holds a total of approximately 51.4% of the equity in Starquest. Class A Units carry the same rights as Class B Units, with the exception that Class A Units carry voting rights in Starquest. Therefore, Dakota possesses 100% of the voting rights and approximately 51.4% of the equity of Starquest. Based on Dakota’s ownership of Starquest, Dakota is the controlling member of Starquest.

Dakota’s members are (1) Pohlad Companies, (2) Robert C. Pohlad, (3) William M. Pohlad, (4) James O. Pohlad, (5) the Revocable Trust of Robert C. Pohlad Created Under Agreement Dated August 9, 1991, As Amended (the “Robert C. Pohlad Trust”), (6) the Revocable Trust of William M. Pohlad Created Under Agreement Dated April 15, 2002, As Amended, (7) the children of James O. Pohlad, Robert C. Pohlad and William M. Pohlad, (8) James O. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement dated December 20, 1999, (9) Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement dated December 20, 1999, and (10) William M. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement dated December 20, 1999. Pohlad Companies owns approximately 73.3% of the Class A Units and approximately 73.3% of the Class B Units of Dakota. Class A Units carry the same rights as Class B Units, with the exception that Class A Units carry voting rights in Dakota. Pohlad Companies therefore possesses approximately 73.3% of the voting rights of Dakota and approximately 73.3% of the equity in Dakota. Based on Pohlad Companies’ ownership of Dakota, Pohlad Companies is the controlling member of Dakota.

Pohlad Companies’ shareholders are (1) Robert C. Pohlad, (2) William M. Pohlad and (3) James O. Pohlad. Robert C. Pohlad, William M. Pohlad and James O. Pohlad each hold a one-third interest in Pohlad Companies. Robert C. Pohlad, Chairman and Chief Executive Officer of PepsiAmericas, is the President of Pohlad Companies. By virtue of his ownership of Pohlad Companies, Robert C. Pohlad holds an indirect interest of approximately 24.4% in Dakota. Robert C. Pohlad holds a direct interest of approximately 6.3% in Dakota. The Robert C. Pohlad Trust holds a direct interest of approximately 2.2% of Dakota. Therefore, by virtue of his beneficial interest in the Robert C. Pohlad Trust, Robert C. Pohlad has an additional indirect interest of approximately 2.2% in Dakota. The Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement dated December 20, 1999 holds approximately 0.28% of Dakota. Together with his direct interest in Dakota, his indirect interest through Pohlad Companies, his indirect interest through the Robert C. Pohlad Trust and his indirect interest through the Robert C. Pohlad Trust Share of the 1999 Irrevocable Security Trust No. 1 of Carl R. Pohlad Created Under Agreement dated December 20, 1999, Robert C. Pohlad holds an approximately 33.19% equity interest in Dakota, directly and indirectly. As noted above, Dakota holds 100% of the voting rights and approximately 51.4% of the equity in Starquest.

Starquest, Dakota and Pohlad Companies are principally engaged as holding companies. The principal business address of Starquest, Dakota, Pohlad Companies, Robert C. Pohlad and each of the trusts discussed herein is Suite 3900, 60 South Sixth Street, Minneapolis, Minnesota 55402.

The name, residence or business address, principal occupation or employment, and the name, principal business and address of the corporation or other organization in which such employment is conducted, of (1) each executive officer and governor of Starquest, including Robert C. Pohlad, (2) each executive officer and governor of Dakota, including Robert C. Pohlad, and (3) each executive officer and director of Pohlad Companies, including Robert C. Pohlad, is set forth on Appendix I attached hereto and incorporated herein by reference.

(d) During the last five years, none of the persons set forth in Appendix I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the persons set forth in Appendix I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) Each person set forth on Appendix I is a citizen of the United States.


Item 5.		Interest in Securities of the Issuer.

(a) The responses of each Reporting Person to Items (11) and (13) on the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of its interest in Starquest, Dakota may be deemed to beneficially own the shares held by Starquest. Such shares are included in the beneficial ownership total of Dakota presented above. By virtue of their respective interests in Dakota, Pohlad Companies and Robert C. Pohlad may be deemed to beneficially own the shares held by Dakota. Such shares are included in the beneficial ownership total of Pohlad Companies and Robert C. Pohlad presented above. By virtue of his interest in Pohlad Companies, Dakota and Starquest Robert C. Pohlad may be deemed to beneficially own the shares held by Pohlad Companies, Dakota and Starquest. Such shares are included in the beneficial ownership total of Robert C. Pohlad presented above. See Appendix I attached hereto and incorporated herein by reference for the beneficial ownership of each executive

officer and governor of Starquest, each executive officer and governor of Dakota and each executive officer and director of Pohlad Companies.

(b) The responses of each Reporting Person to Items (7) through (10) on the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of its interest in Starquest, Dakota may be deemed to beneficially own the shares held by Starquest. Such shares are included in the beneficial ownership total of Dakota presented above. By virtue of their respective interests in Dakota, Pohlad Companies and Robert C. Pohlad may be deemed to beneficially own the shares held by Dakota. Such shares are included in the beneficial ownership total of Pohlad Companies and Robert C. Pohlad presented above. By virtue of his interest in Pohlad Companies, Dakota and Starquest, Robert C. Pohlad may be deemed to beneficially own the shares held by Pohlad Companies, Dakota and Starquest. Such shares are included in the beneficial ownership total of Robert C. Pohlad presented above. See Appendix I attached hereto and incorporated herein by reference for the beneficial ownership of each executive officer and governor of Starquest, each executive officer and governor of Dakota and each executive officer and director of Pohlad Companies.

(c) On January 12, 2010, each of Robert C. Pohlad and James O. Pohlad exercised his option to purchase 11,092 shares of PepsiAmericas, Inc. common stock at an exercise price of $12.17 and $12.62 per share, respectively. On January 14, 2010, William M. Pohlad exercised his option to purchase 11,092 shares of PepsiAmericas, Inc. common stock at an exercise price of $12.62 per share. In addition, Beverage Investment, LLC, formerly a member of Dakota, dissolved and distributed its interests in Dakota to its members, effective as of December 31, 2009. Finally, Robert C. Pohlad also received a distribution of 7,408 shares of PepsiAmericas, Inc. common stock on July 9, 2009 pursuant to the terms of the Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (“GRAT”), which Robert C. Pohlad created for family estate planning purposes.

(d) None.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Starquest Securities, LLC
Dated: February 11, 2010	By:	/s/ Michael J. Reinarts
		Michael J. Reinarts, Vice President


	Dakota Holdings, LLC
Dated: February 11, 2010	By:	/s/ Michael J. Reinarts
		Michael J. Reinarts, Vice President


	Pohlad Companies
Dated: February 11, 2010	By:	/s/ Michael J. Reinarts
		Michael J. Reinarts, Vice President



Dated: February 11, 2010	/s/ Robert C. Pohlad
	Robert C. Pohlad

APPENDIX I

STARQUEST SECURITIES, LLC

The principal business address of each governor and executive officer of Starquest set forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each governor and executive officer of Starquest is set forth below.

GOVERNORS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	Vice President of Starquest and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	President and Chief Manager of Starquest		203,684	(3)		*

William M. Pohlad	Vice President of Starquest		203,684	(3)		*

Donald E. Benson	Executive Vice President of Starquest		0			—

Raymond W. Zehr, Jr.	Executive Vice President of Starquest		834	(4)		—

Albert J. Colliani, Jr.	Governor of Starquest		0			—

EXECUTIVE OFFICERS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	Vice President of Starquest and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	President and Chief Manager of Starquest		203,684	(3)		*

William M. Pohlad	Vice President of Starquest		203,684	(3)		*

Donald E. Benson	Executive Vice President of Starquest		0			—

Raymond W. Zehr, Jr.	Executive Vice President of Starquest		834	(4)		*

Michael J. Reinarts	Vice President, Chief Financial Officer, Treasurer and Secretary of Starquest		0			—


*		Represents less than one percent.

(1)		The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference.

(2)		The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference.

(3)		Includes 192,592 shares owned by Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (“GRAT”). James O. Pohlad and William M. Pohlad are the trustees of the GRAT, and so each may be deemed to have voting and dispositive power over the shares owned by the GRAT. Does not include shares of PepsiAmericas common stock in which such person has an indirect interest through his interests in Starquest, Dakota or Pohlad Companies, which are set forth in Item 2 of this Schedule 13D/A.

(4)		Includes 556 shares of common stock purchasable pursuant to the exercise of options.

I-1

DAKOTA HOLDINGS, LLC

The principal business address of each governor and executive officer of Dakota set forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each governor and executive officer of Dakota is set forth below.

GOVERNORS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	President, Chief Manager and Vice President of Dakota and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Vice President of Dakota		203,684	(3)		*

William M. Pohlad	Vice President of Dakota		203,684	(3)		*

EXECUTIVE OFFICERS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	President, Chief Manager and Vice President of Dakota and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Vice President of Dakota		203,684	(3)		*

William M. Pohlad	Vice President of Dakota		203,684	(3)		*

Raymond W. Zehr, Jr.	Vice President of Dakota		834	(4)		*

Michael J. Reinarts	Vice President, Treasurer and Secretary of Dakota		0			—


*		Represents less than one percent.

(1)		The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference.

(2)		The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference.

(3)		Includes 192,592 shares owned by Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (“GRAT”). James O. Pohlad and William M. Pohlad are the trustees of the GRAT, and so each may be deemed to have voting and dispositive power over the shares owned by the GRAT. Does not include shares of PepsiAmericas common stock in which such person has an indirect interest through his interests in Starquest, Dakota or Pohlad Companies, which are set forth in Item 2 of this Schedule 13D/A.

(4)		Includes 556 shares of common stock purchasable pursuant to the exercise of options.

I-2

POHLAD COMPANIES

The principal business address of each director and executive officer of Pohlad Companies set forth below is Suite 3900, 60 South Sixth Street, Minneapolis, MN 55402. The principal occupation and beneficial ownership of shares of PepsiAmericas, Inc. common stock for each director and executive officer of Pohlad Companies is set forth below.

DIRECTORS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	President of Pohlad Companies and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Executive Vice President of Pohlad Companies		203,684	(3)		*

William M. Pohlad	Executive Vice President of Pohlad Companies		203,684	(3)		*

EXECUTIVE OFFICERS


		Shares
		Beneficially
Name	Principal Occupation	Owned			Percentage

Robert C. Pohlad	President of Pohlad Companies and Chairman and Chief Executive Officer of PepsiAmericas, Inc.		(1	)		(2	)

James O. Pohlad	Executive Vice President of Pohlad Companies		203,684	(3)		*

William M. Pohlad	Executive Vice President of Pohlad Companies		203,684	(3)		*

Raymond W. Zehr, Jr.	Executive Vice President and Treasurer of Pohlad Companies		834	(4)		*

Michael J. Reinarts	Vice President and Secretary of Pohlad Companies		0			—


*		Represents less than one percent.

(1)		The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference.

(2)		The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference.

(3)		Includes 192,592 shares owned by Robert C. Pohlad 2008-2016 Grantor Retained Annuity Trust (“GRAT”). James O. Pohlad and William M. Pohlad are the trustees of the GRAT, and so each may be deemed to have voting and dispositive power over the shares owned by the GRAT. Does not include shares of PepsiAmericas common stock in which such person has an indirect interest through his interests in Starquest, Dakota or Pohlad Companies, which are set forth in Item 2 of this Schedule 13D/A.

(4)		Includes 556 shares of common stock purchasable pursuant to the exercise of options.

I-3