UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 3, 2009
Date of report (Date of earliest event reported)
PepsiAmericas, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-15019
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13-6167838 |
(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.) |
4000 RBC Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(612) 661-4000
(Registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 4, 2009, PepsiAmericas, Inc. (we or the Company) entered into an Agreement and
Plan of Merger dated as of August 3, 2009 (the Merger Agreement) with PepsiCo, Inc., a North
Carolina corporation (PepsiCo), and Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey
corporation and wholly owned subsidiary of PepsiCo (Merger Sub). The Merger Agreement provides
for the merger (the Merger) of PepsiAmericas with and into Merger Sub, with Merger Sub surviving
as a wholly owned subsidiary of PepsiCo.
Pursuant to the Merger Agreement, our shareholders will have the option to elect either $28.50
in cash or 0.5022 shares of PepsiCo common stock for each share of PepsiAmericas (which had a value
of $28.50 based on PepsiCos closing share price of $56.75 on July 31, 2009), subject to proration
such that the aggregate consideration to be paid to our shareholders
shall be 50 percent cash and 50 percent
PepsiCo common stock. The consummation of the Merger is subject, among other things, to the
approval of the Merger by the shareholders of PepsiAmericas and to certain regulatory approvals.
Prior to its execution, the Merger Agreement was approved by the Board of Directors of
PepsiAmericas, which based its determination to approve the Merger Agreement on the recommendation
of its Transactions Committee. Based on the approval of the Merger by a majority of our
independent directors as defined under the Second Amended and Restated Shareholder Agreement
between the Company and PepsiCo dated September 6, 2005 (the Shareholder Agreement), the Merger
will constitute a permitted acquisition as defined under the Shareholder Agreement and therefore
will not trigger the Rights Agreement, dated as of May 20, 1999, as amended, by and between the
Company and Wells Fargo Bank N.A, as successor rights agent.
In connection with the Merger, PepsiCo will file with the SEC a registration statement on Form
S-4 that will include a proxy statement of PepsiAmericas. We will mail the proxy statement /
prospectus to our shareholders when it becomes available, because it contains important information
for our shareholders regarding the Merger. Copies of all documents filed with the SEC regarding
this transaction may be obtained free of charge at the SECs website, www.sec.gov, or at the
website of PepsiAmericas, www.pepsiamericas.com, under Investor Relations.
We
sell a variety of brands that we bottle under licenses from PepsiCo
or PepsiCo joint ventures, which accounted for approximately 80
percent of our total net sales in fiscal year 2008. PepsiCo
beneficially owned approximately 43 percent of PepsiAmericas
common stock as of July 31, 2009. We purchase concentrates from
PepsiCo, pay royalties related to Aquafina products, and manufacture,
package, sell and distribute cola and non-cola beverages under
various bottling agreements with PepsiCo. Other significant
transactions and agreements with PepsiCo include arrangements for
marketing, promotional and advertising support; manufacturing
services related to PepsiCos national account customers;
procurement of raw materials; and the acquisition of Sandora.
The
joint press release issued on August 4, 2009 is filed
as an exhibit hereto and is incorporated by reference herein. We
expect to file the Merger Agreement in a separate filing under the
Exchange Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) See Exhibit Index.