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 14, 2007
Date of report (Date of earliest event reported)
PepsiAmericas, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
1-15019
(Commission
File Number)
|
|
13-6167838
(IRS Employer
Identification No.) |
4000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(612) 661-3883
(Registrant’s 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On August 14, 2007, PepsiAmericas, Inc. (“PepsiAmericas”), through its subsidiary PAS
Luxembourg s.a.r.l. (a company formed under the laws of Luxembourg), and PepsiCo, Inc. (“PepsiCo”),
through its subsidiary Linkbay Limited (a company formed under the laws of Cyprus), entered into an
agreement between the shareholders of Sandora Holdings, B.V. (the “Joint Venture Agreement”).
Sandora Holdings, B.V., a company formed under the laws of the Netherlands (the “Joint Venture”),
is the company through which PepsiAmericas and PepsiCo acquired their ownership interests in
Sandora LLC (as set forth in Item 8.01 below). The Joint Venture is owned, indirectly, 60% by
PepsiAmericas and 40% by PepsiCo. In general, the Joint Venture Agreement sets forth the
governance terms for Sandora Holdings, B.V., including (1) the creation of an 8-person board of
directors, with PepsiAmericas and PepsiCo each appointing four of the board members, (2) the
creation of a management team to oversee the day-to-day operations of Sandora LLC, which team is
headed by a general manager nominated by PepsiAmericas, and (3) non-competition covenants that
restrict the parties from competing with the Joint Venture in Ukraine.
PepsiAmericas considers PepsiCo to be a related party due to the nature of the franchise
relationship between the parties and PepsiCo’s ownership interest in PepsiAmericas. As of fiscal
year end 2006, PepsiCo beneficially owned approximately 44 percent of the outstanding common stock
of PepsiAmericas. During fiscal year 2006, approximately 90 percent of the total net sales of
PepsiAmericas were derived from the sale of PepsiCo products. The parties have entered into
transactions and agreements from time to time, and expect to enter into additional transactions and
agreements in the future.
ITEM 8.01 OTHER EVENTS
On August 17, 2007, PepsiAmericas and PepsiCo completed the joint purchase of 80 percent of
Sandora, LLC, the leading juice company in Ukraine. On August 20, 2007, PepsiAmericas and PepsiCo
issued a joint press release regarding such purchase. Such press release, which appears as Exhibit
99 to this report, is incorporated by reference in response to this Item 8.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) See “Exhibit Index.”
2