File No. 33-22970
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 25, 1989)
70,465 Shares
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PEPSICO, INC.
CAPITAL STOCK
(Par Value 1-2/3 Cents Per Share)
---------
This Prospectus Supplement supplements the accompanying
Prospectus and relates to an aggregate of 70,465 shares of
Capital Stock, par value 1-2/3 cents per share ("Capital Stock"),
of PepsiCo, Inc. ("PepsiCo"), offered by or for the account
of certain non-employee directors of PepsiCo (the "Selling
Stockholders") in order to permit such person to sell or
otherwise dispose of such securities from time to time.
Certain information concerning the Selling Stockholders and
their ownership of PepsiCo Capital Stock is set forth in
this Prospectus Supplement under the caption "SELLING
STOCKHOLDERS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any information
or to make any representations, other than those contained
or incorporated by reference in this Prospectus Supplement
or the accompanying Prospectus, and, if given or made, such
information or representations must not be relied upon as
having been authorized by PepsiCo. Neither this Prospectus
Supplement nor the accompanying Prospectus constitutes an
offer to sell or the solicitation of an offer to buy nor
shall there be any sales of these securities in any
jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Neither delivery
of this Prospectus Supplement or the accompanying Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is
correct as of any time subsequent to the date hereof.
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The date of this Prospectus Supplement is July 27, 1995
<PAGE> 2
Set forth below is certain information with respect to
the Selling Stockholders, which information supersedes in
its entirety the information under the heading "Selling
Stockholders" in the accompanying Prospectus.
SELLING STOCKHOLDERS
Each of the Selling Stockholders has been a director of
PepsiCo since July 1992. The address for each Selling
Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road,
Purchase, New York 10577.
<TABLE>
<CAPTION>
Shares Shares Total
Shares of Previously Received Shares
Capital Received Pursuant of
Stock Pursuant to the Capital
Beneficially to the Plan in Stock
Owned* Plan 1995 Offered
------------ ---------- -------- -------
<S> <C> <C> <C> <C>
John F. Akers 11,800 3,271 663 3,934
Robert E. Allen 3,070 2,170 -0- 2,170
John J. Murphy 10,509 8,709 -0- 8,709
Andrall E. Pearson 134,577 4,240 -0- 4,240
Sharon Percy Rockefeller 30,320 8,473 663 9,136
Roger B. Smith 6,022 3,022 -0- 3,022
Robert H. Stewart, III 68,200 18,205 663 18,868
P. Roy Vagelos 2,655 2,655 663 3,318
Arnold R. Weber 19,345 16,405 663 17,068
------- ------ ----- ------
286,498 67,150 3,315 70,465
</TABLE>
- -----------
* These figures represent the number of shares of PepsiCo
Capital Stock beneficially owned by each non-employee
director as of July 21, 1995, not including the total number
of shares to be received under the Plan in 1995.
S-2
