As filed with the Securities and Exchange Commission on July__, 1995
Registration No. 33-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 13-1584302
(State of Incorporation) (I.R.S. No.)
Purchase, New York 10577
(Address of principal executive offices, including zip code)
PepsiCo Long-Term Savings Program
(Full title of the Plan)
Kathleen Allen Luke, Esq.
Vice President, Corporate Division Counsel
PepsiCo, Inc.
Purchase, New York 10577
(Name and address of agent for service)
(914) 253-3691
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price per offering fee
registered (1) share (2) price (2)
___________ __________ _________ ________ _____________
PepsiCo,
Inc. Capital
Stock, 2,000,000 $44.1875 $88,375,000 $30,474.14
par value
1-2/3 cents
per share
</TABLE>
_______________________________________________________________
(1) The 2,000,000 shares being registered represent the
approximate incremental number of shares which may be
purchased under the Plan described herein, as estimated
solely for the purpose of calculating the registration fee.
(2) The offering price is based on the reported average of
the high and low prices for PepsiCo Capital Stock on the
composite tape for shares traded on the New York Stock
Exchange on July 6, 1995, which was $44.1875. Such
price and aggregate price are included solely for the
purpose of calculating the registration fee.
____________________________________________________________
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus covering securities registered pursuant to this
Registration Statement also relates to the shares of the
Registrant's Capital Stock covered and employee benefit plan
interests covered by Registration Statement Nos. 2-93163, 2-
99532, 33-10488, relating to the Taco Bell, Pizza Hut and
Kentucky Fried Chicken Long Term Savings Programs,
respectively, and Registration Statement Nos. 2-82645 and 33-
51514 relating to the PepsiCo Long Term Savings Program.
The contents of these earlier registration statements are
incorporated by reference.
<PAGE>
EXPLANATION STATEMENT
This Registration Statement is being filed pursuant to
General Instruction E of Form S-8 to register additional
shares of PepsiCo, Inc. Capital Stock in connection with the
PepsiCo Long Term Savings Program (Registration Nos. 2-82645
and 33-51514).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Purchase, New York, on the
11th day of July, 1995.
PepsiCo, Inc.
By: /s/LAWRENCE F. DICKIE
________________________
Lawrence F. Dickie
Vice President, Associate
General Counsel and Assistant
Secretary
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
_________ _____ ____
<S> <C> <C>
D. Wayne Calloway * Chairman of the Board July 11, 1995
(D. Wayne Calloway) and
Chief Executive
Officer
Robert G. Dettmer * Executive Vice July 11, 1995
(Robert G. Dettmer) President
and Chief Financial
Officer
Robert L. Carleton * Senior Vice President July 11, 1995
(Robert L. Carleton) and Controller (Chief
Accounting Officer)
John F. Akers * Director July 11, 1995
(John F. Akers)
Robert E. Allen * Director July 11, 1995
(Robert E. Allen)
Roger A. Enrico * Vice Chairman of the July 11, 1995
(Roger A. Enrico) Board and Chairman and
Chief Executive
Officer, PepsiCo
Worldwide Restaurants
John J. Murphy * Director July 11, 1995
(John J. Murphy)
Andrall E. Pearson * Director July 11, 1995
(Andrall E. Pearson)
Sharon Percy Director July 11, 1995
Rockefeller *
(Sharon Percy
Rockefeller)
Roger B. Smith * Director July 11, 1995
(Roger B. Smith)
Robert H. Stewart,III * Director July 11, 1995
(Robert H. Stewart, III)
Franklin A. Thomas * Director July 11, 1995
(Franklin A. Thomas)
P. Roy Vagelos * Director July 11, 1995
(P. Roy Vagelos)
Arnold R. Weber * Director July 11, 1995
(Arnold R. Weber)
*By /s/ LAWRENCE F. DICKIE
___________________________
(Lawrence F. Dickie)
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Description Page
No.
4(a) Restated Articles of Incorporation of *
PepsiCo, Inc., which is incorporated
herein by reference from Exhibit 4(a) to
PepsiCo's Registration Statement on Form
S-3 (Registration No. 33-57181).
(b) By-Laws of PepsiCo, Inc., as amended, *
which is incorporated by reference from
Exhibit 3(ii) to PepsiCo's Annual Report
on Form 10-K for the fiscal year ended
December 26, 1992.
(c) Amended and Restated PepsiCo Long Term *
Savings Program, dated June 29, 1994,
which is incorporated by reference from
Exhibit 10(f) to PepsiCo's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1994.
(d) Amendment to PepsiCo Long Term Savings
Program, dated May 15, 1995.
5 Opinion and consent of Kathleen Allen
Luke, Esq., Vice President and Corporate
Division Counsel of PepsiCo.
15 Letter from KPMG Peat Marwick LLP *
regarding unaudited interim financial
information, incorporated by reference
from Exhibit 15 to PepsiCo's Quarterly
Report on Form 10-Q for the twelve weeks
ended March 25, 1995.
23(a) Consent of KPMG Peat Marwick LLP.
(b) The consent of Kathleen Allen Luke, Esq. *
is contained in her opinion filed as
Exhibit 5.
24 Power of Attorney of PepsiCo, Inc. and *
certain of its officers and directors,
filed as Exhibit 24 to PepsiCo's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994, is incorporated
herein by reference.
</TABLE>
_______________________________________________________
*Previously filed or incorporated by reference
<PAGE>
AMENDMENTS TO
THE PepsiCo SALARIED EMPLOYERS RETIREMENT PLAN,
THE PEPSI-COLA HOURLY PENSION PLAN
THE PepsiCo TRANSPORTATION EMPLOYEES RETIREMENT PLAN AND
THE PEPSICO LONG TERM SAVINGS PROGRAM
The following attached amendments to the following plans are
hereby adopted and approved this 15th day of May, 1995: The
PepsiCo Salaried Employees Retirement Plan (Attachment 1),
the Pepsi-Cola Hourly Pension Plan (Attachment 2). the
PepsiCo Transportation Employees Retirement Plan (Attachment
3) and the PepsiCo Long Term Savings Program (Attachment 4).
These amendments replace certain current pages of these
plans with the corresponding attached pages,
PepsiCo, Inc.
By: /s/ J. Roger King
APPROVED:
By: /s/ Alan Rockoff
Law Department
By: /s/ Sylvester Holmes
Tax Department
<PAGE>
Attachment 4
AMENDMENTS TO
THE PEPSICO LONG TERM SAVINGS PROGRAM
The PepsiCo Long Term Savings Program ("Plan") is hereby
amended, effective July 1, 1992, except as otherwise
provided herein, by replacing the pages of the Plan
identified for deletion below with the attached replacement
pages. The favorable determination letter issued by the
Internal Revenue Service on March 7, 1995, is conditioned on
the adoption of certain amendments to the Plan; each of
these required amendments is set forth herein.
<TABLE>
<CAPTION>
Article Current Pages Deleted Replacement Pages
<S> <C> <C>
Contents ii ii
Article II II-7 II-7
II-10 to II-11 II-10 to II-11
II-13 II-13
Article III III-1 to III-2 III-1 to III-3
Article IV IV-5 IV-5
IV-7 IV-7
IV-15 to IV-16 IV-15 to IV-16
Article V V-3 V-3
Article VI VI-9 VI-9
Article IX IX-1 to IX-2 IX-1 to IX-2
Article XII XII-1 XII-1
Article XIII XIII-3 to XIII-5 XIII-3 to XIII-5
Article XIV XIV-2 to XIV-3 XIV-2 to XIV-3
Article B B-1 to B-2 B-1 to B-3
Article C C-1 C-1
Article D D-1 to D-2 D-1 to D-2
<PAGE>
PEPSICO LONG TERM SAVINGS PROGRAM
</TABLE>
<TABLE>
<CAPTION>
Table of Contents
<S> <C> <C>
ARTICLE I Foreword I-I
ARTICLE II Definitions and Construction
2.1 Definitions II-1
2.2 Construction II-18
ARTICLE III Eligibility and Participation
3.1 Eligibility III-1
3.2 Participation III-1
ARTICLE IV Contributions and Deferral Amounts
4.1 Deferral Amount IV-1
4.2 Dollar Limits on Elective Deferrals IV-2
4.3 Limitation on Deferral Percentage IV-4
4.4 Rollover Contributions IV-8
4.5 Maximum Allocations IV-9
4.6 Excess Allocations IV-15
4.7 Fund for Exclusive Benefit
of Participants IV-16
ARTICLE V Interests of Participants
5.1 Accounts of Participants V-1
5.2 Investment of Participant Accounts V-1
5.3 Adjusting Account Balances V-11
ARTICLE VI Distributions to Participants
6.1 Termination of Employment VI-1
6.2 Death VI-1
6.3 Withdrawals VI-1
6.4 Form of Distributions VI-5
6.5 Errors in Participants Accounts VI-5
6.6 Commencement of Payments VI-5
6.7 Payment for Benefit of Disabled
or Incapacitated Person VI-8
6.8 No Other Benefits or Withdrawals VI-9
ARTICLE VII Plan Loans
7.1 Eligibility for Plan Loans VII-1
7.2 Application Procedure VII-1
7.3 Loan Amount VII-2
7.4 Maximum Number of Outstanding Loans
and Refinancing VII-3
7.5 Effect on Participant's Investment VII-3
</TABLE>
ii
<PAGE>
Incentive Plan or the Company's or a subsidiary's Middle
Management Incentive Plan, and
(ii) Any amount not included in (i) above which is
contributed by the Employer on behalf of the Participant
pursuant to a salary reduction agreement and which is not
includible in gross income under Code sections 125,
402(e)(4), or 402(g).
The amounts under subparagraphs (i) and (ii) shall be taken
from payroll records for the full calendar year that
precedes the Plan Year by 2 years. For example, for the
1993 Plan Year, "Eligible Pay" shall be determined from
amounts earned for the full calendar year ending December
31, 1990. For a Participant who has only a partial year's
earnings during the full calendar year 2 years prior to the
Plan Year, the partial year's earnings shall be annualized.
For a Participant with no earnings during the full calendar
year 2 years prior to the Plan Year, Eligible Pay shall
equal the Participant's base salary or wages, not including
alternative forms of base pay, overtime, shift
differentials, commissions or bonuses on the later of: (A)
the "Eligible Pay determination date" designated by the Plan
Administrator with respect to Employees other than those
employed by a restaurant division or a Frito division, or
(B) the Participant's Employment Commencement Date.
(iii) In the case of a Participant who is an hourly Employee
of the KFC division, Eligible Pay shall mean:
(A) If the Participant was an Employee on the Eligible Pay
determination date designated by the Plan Administrator with
respect to KFC division Employees, the sum of:
II-7
<PAGE>
Eligible Pay of a Participant for purposes of the $150,000
limitation set forth in the preceding sentence, the rules of
section 414(q)(6) of the Code shall apply, except in
applying such rules, the term "family" shall include only
the spouse of the Participant and any lineal descendants of
the Participant who have not attained age 19 before the
close of the Plan Year. If, as a result of the application
of such rules, the adjusted $150,000 limitation is exceeded,
then the limitation shall be prorated among the affected
individuals in proportion to each such individual's Eligible
Pay as determined under this Section prior to the
application of this limitation.
References in the Plan to deferrals of Eligible Pay, or
Salary Deferral Contributions from Eligible Pay, shall be
read as referring to deferrals of a Participants current
Employee compensation not in excess of Eligible Pay,
determined as above.
(l) Employee: Any person who is: receiving remuneration for
personal services currently rendered in the employment of an
Employer (or who would be receiving such remuneration except
for an Authorized Leave of Absence), and who is described in
one of the following paragraphs:
(1) A United States citizen whose primary
place of employment is within the United States and its possessions
(collectively referred to in this subsection as "the U.S.");
(2) An alien who has been lawfully
admitted for permanent residence in the U.S. (referred to in
this subsection as a "resident alien") and whose primary
place of employment is within the U.S., but excluding any
person working as a designate or in a U.S. assignment that
the Employer classifies as primarily for training or
temporary;
(3) A United States citizen or
resident alien relocated by the Employer to a primary place
of employment outside the U.S. and classified by the
Employer as an United States expatriate;
II-10
<PAGE>
(4) Effective January 1, 1994, a resident alien who is
classified by the Employer as a globalist; and
(5) Effective September 1, 1994, a third-country
national (as defined below) who is a resident alien or whose
primary place of employment is within the U.S.
For purposes of this subsection, a "third-country national"
shall mean an alien who works for an Employer outside of his
home country, and who previously worked for an Employer in
another country that was not his home country.
(m) Employer: The Company, any foreign subsidiary which has
Employees described in subsection (1)(2) above, and any
other subsidiary which is authorized by the Company to
participate herein and which adopts the Plan for its
Employees, in accordance with any conditions required by the
Company. Any such other subsidiary shall be designated on
the attached Schedules 1, 2, 3, 4, and 5.
(n) Employment: Service with an Employer.
(o) Employment Commencement Date: The date
on which an Employee first performs an Hour of Service for a
member of the PepsiCo Organization.
(p) ERISA: Public Law 93-406, the Employee
Retirement Income Security Act of 1974, as amended from time
to time.
(q) Excess Contributions: With respect to any
Plan Year, the excess of:
(1) The aggregate amount of Employer
contributions paid to the Plan as Salary Deferral
Contributions on behalf of Highly Compensated Employees for
such Plan Year, over
(2) The maximum amount of such contributions
permitted by the limitations contained in Section 4.3(a)
(determined by reducing such contributions made on behalf of
such Highly Compensated Employees in order
II-11
<PAGE>
(2) Certain Current Year Exclusions: In applying
paragraph (1) with respect to the current Plan Year, any
Employee not described in subparagraphs (ii), (iii) or (iv)
above for the preceding Plan Year (without regard to this
sentence) shall not be treated as described in subparagraphs
(ii), (iii) or (iv) for the current Plan Year unless such
Employee is among the 100 Employees receiving the greatest
compensation from the Employer for the current Plan Year.
(3) Determination of Officers: For purposes of
applying subparagraph (iv) of paragraph (1) above, no more
than 50 Employees, or, if less, the greater of 3 Employees
or 10 percent of all Employees, shall be treated as
officers. In addition, if, for any year, no officer of the
Employer is described in subparagraph (a)(iv) above, the
officer of the Employer with the greatest compensation shall
be treated as an officer described in subparagraph (a)(iv)
above.
(4) Former Employees: A former Employee shall be
treated as a Highly Compensated Employee if:
(i) Such Employee was a Highly Compensated Employee when
such Employee separated from service, or
(ii) Such Employee was a Highly Compensated Employee at any
time after attaining age 55.
(5) Treatment of Certain Family Members: Any family
member of a 5 percent owner or one of the 10 Highly
Compensated Employees receiving the greatest compensation
from the Employer during the relevant year shall be
aggregated with such 5 percent owner or top-ten Highly
Compensated Employee for purposes of Section 4.3 of the
Plan. In such case, the family member and 5 percent owner
or top 10 Highly Compensated Employee shall be treated as a
single Employee having compensation and Plan contributions
equal to the sum of such compensation and contributions of
the
II-13
<PAGE>
ARTICLE III
Eligibility and Participation
3.1 Eligibility: The following Employees shall be eligible
to participate in the Plan: all full-time salaried Employees
of the Company, all full-time salaried, hourly, commissioned
sales or transportation Employees of the Employers
designated on the attached Schedules 1, 2, 3 and 4; all full-
time hourly Employees of the Company designated on the
attached Schedule 5, all salaried part-time employees who
are currently eligible to enroll in his Employee's Benefits
Plus Program of the Employer, all full-time hourly Employees
designated in Article B, all hourly Employees designated in
Article C, and any Employee described in Section 2.1(1)(2);
provided, however, that to be eligible such Employee must be
currently eligible to enroll in his Employer's Benefits Plus
program. Except as provided in this section 3.1, the
following Employees or classes of Employees shall not be
eligible to participate in this Plan:
(a) Any Employee whose terms and conditions of employment
are determined by collective bargaining with a union
representing such persons and with respect to whom inclusion
in this Plan has not been specifically provided for in such
collective bargaining agreement;
(b) Any Employee who is classified by an Employer in
accordance with its usual practices as associate, casual,
temporary or part-time (determined considering only the
Employee's service with each individual Employer);
(c) Any Employee who is a leased employee within the
meaning of Code section 414(n); and
(d) Effective December 1, 1989, any Highly Compensated
Employee who has not attained age 21 and completed a Year of
Service.
3.2 Participation:
(a) Commencement of Active Participation: An Employee
who is eligible for the Plan under Section 3.1 or the
Appendix (an eligible Employee) shall
III-1
<PAGE>
be made by electing to defer a portion of his Eligible Pay,
in accordance with Section 4.1(b). An eligible Employee's
election to participate actively in the Plan shall be
effective as soon as practicable for his Employer.
(b) Termination of Participation: An Active Participant
shall continue to participate actively in the Plan until he
revokes his enrollment or his enrollment ends as a result of
his Termination of Employment or transfer to a position that
is ineligible for participation. When active participation
ceases, an individual with a balance in his Plan Account
shall continue as an Inactive Participant until his Account
has been distributed.
(c) Recommencement of Active Participation: Any individual
whose active participation has terminated pursuant to
subsection (b) may return to active participation by
reinstating his enrollment (following his return to service
as an eligible Employee, if applicable).
III-2
<PAGE>
Service. An Employee who completes 1,000 or more Hours of
Service in both the initial 12-month eligibility computation
period and the first Plan Year commencing after he first
completes one Hour of Service shall be credited with two
years of eligibility service for purposes of this section.
(b) Termination of Participation. An Active Participant
shall continue to participate actively in the Plan until he
revokes his enrollment or his enrollment ends as a result of
his Termination of Employment or transfer to a position that
is ineligible for participation. When active participation
ceases, an individual with a balance in his Plan Account
shall continue as an Inactive Participant until his Account
has been distributed.
(c) Recommencement of Active Participation: Subject to
Section 3.3, any individual whose active participation has
terminated pursuant to subsection (b) may return to active
participation by reinstating his enrollment (following his
return to service as an eligible Employee, if applicable).
3.3 Break in Service: This section shall apply in
the case of an Employee described in Section 3.1 (b) who has
a break in service, as defined below. In determining such
Employee's post-break participation in the Plan, the
Employee's pre-break years of eligibility service shall be
restored only after he has a year of eligibility service
following his rehire (determined under Section 3.2 as if his
employment first commenced on his date of rehire). For
purposes hereof, a "break in service" shall mean a 12-
consecutive-month computation period during which an
Employee is credited with 500 or less Hours of Service. The
applicable computation period for determining breaks in
service shall be the 12-month period beginning on the
Employee's date of employment and Plan Years commencing
after such date of employment.
III-3
<PAGE>
(b) Average Deferral Percentage: For purposes of
subsection (a) above, the Average Deferral Percentage for a
specified group of Employees for a Plan Year shall mean the
average of the ratios (calculated separately for each
Participant in such group) of:
(1) The amount of the Salary Deferrals made on
behalf of the Employee for the Plan Year (including Excess
Elective Deferrals of Highly Compensated Employees), to
(2) The Employee's compensation for the
Plan Year (whether or not the Employee was a Participant for
the entire Plan Year).For Plan Years beginning on or
after January 1, 1989, the Average Deferral Percentage shall
be computed to the nearest one hundredth of one percent.
(c) Special Rules: In applying the limits set forth in
subsection (a) above, the following rules shall apply:
(1) For purposes of this subsection, compensation means
compensation as defined in Code section 414(s) and, for Plan
Years beginning on or after January 1, 1989, limited to
$200,000 (adjusted at the same time and in such manner as
permitted under Code section 415(d)) provided that for Plan
Years beginning on or after January 1, 1994, compensation is
limited to $150,000 (adjusted at the same time and in such
manner as permitted under Code section 415(d)).
(2) If a Highly Compensated Employee is eligible to
participate under more than one cash or deferred arrangement
described in Code section 401(k) maintained by the Employer,
all such cash or deferred arrangements shall be treated as
one for purposes of calculating such Employee's Average
Deferral Percentage.
(3) For purposes of determining the Deferral Percentage of
a Highly Compensated Employee who is a 5 percent owned or
one of the 10
IV-5
<PAGE>
(plus any income and minus any loss allocable thereto) shall
be distributed to the appropriate Highly Compensated
Employees and, where applicable, family members, not later
than two and one-half months following the Plan Year with
respect to which such Excess Contributions were made.
(1) Determination of Income or Loss: Excess Contributions
shall be adjusted for any income or loss through the end of
the Plan Year for which the Excess Contributions occurred.
The income or loss allocable to a Participant's Excess
Elective Deferral shall be as follows:
(i) For the Plan Year beginning in 1987, the Employer may
use any reasonable and consistently applied method for
computing the income allocable to any Excess Contributions
for such Plan Year.
(ii) For Plan Years beginning on or after January 1, 1988,
the income or loss allocable to Excess Contributions is the
income or loss allocable to the Participants Salary Deferral
Account for the Plan Year for which the Excess Contributions
occurred multiplied by a fraction, the numerator of which is
the Participants Excess Contributions for such Plan Year and
the denominator of which is the Participant's account
balance attributable to Salary Deferral Contributions as of
the end of the Plan Year without regard to any income or
loss occurring during such Plan Year.
(2) Special Rules:
(i) In the event family members are aggregated for purposes
of this section, distributions to such family members of any
Excess Contributions shall be made in the manner prescribed
by the regulations under Code section 401(k).
(ii) Any distribution of Excess Contributions and
income thereon shall be made to Highly Compensated on the
basis of the re-
IV-7
<PAGE>
deductible by the Participant, or any distributions from a
plan of deferred compensation;
(ii) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by
the Participant either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;
(iii) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option plan; and
(iv) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a
salary reduction agreement) towards the purchase of an
annuity described in section 403(b) of the Code (whether or
not the amounts are actually excludable from the gross
income of the Participant). Compensation for any limitation
year is the compensation actually paid or includible in
gross income during such year.
4.6 Excess Allocations: If, pursuant to Section 4.5
immediately above, there is an excess allocation with
respect to a Participant for a Limitation Year, such excess
amount shall be disposed of as follows:
(a) In the event that the Participant is in the service of
the Employer in succeeding Limitation Years, then such
excess amounts shall not be distributed to the Participant,
but shall be carried over for the Participant's benefit and
allocated to the Participant's Salary Account for such
succeeding Limitation Years to the extent consistent with
the limits in Section 4.5.
(b) In the event that the Participant is not in the service
of the Employer in a succeeding Limitation Year for which an
allocation is to be made hereunder, then such excess amount shall
not be distributed to the Participant, but shall be
IV-15
<PAGE>
reapplied for the benefit of all remaining Participants
subject to the limits in Section 4.5.
4.7 Fund for Exclusive Benefit of Participants: Except as
otherwise provided hereinafter (i) all assets of the Trust
Fund, including investment income, shall be retained for the
exclusive benefit of Participants and Beneficiaries, and
shall be used to pay benefits to such persons or to pay
administrative expenses of the Plan and Trust to the extent
not paid by the Employer, and (ii) contributions made by the
Employer may not under any circumstances revert to or inure
to the benefit of the Employer, except that, and
notwithstanding anything contained herein to the contrary,
contributions (a) made by the Employer by mistake of fact or
(b) conditioned upon the deductibility of the contribution
under Code section 404, shall be returned to the Employer
within 1 year of the mistaken payment or the disallowance of
the deduction (to the extent disallowed), whichever is
applicable. Each contribution by the Employer is expressly
made contingent on the deductibility of such contribution
for the year with respect to which the contribution is made.
IV- 16
<PAGE>
performance. Investments in this investment option are
subject to fluctuations, and there is no guarantee of future
performance. The Participant's interest in the fund will be
denominated as "units". The value of a unit in this Fund
will be $1.00. The number of units credited to a
Participant will fluctuate based upon the performance of the
Fund.
(3) The Equity-Income Fund: This fund is primarily invested
in the Fidelity Equity-Income Fund, which invests primarily
in income producing stocks. The fund's chief objective is
to provide reasonable income, although some consideration is
given to capital appreciation. Amounts invested in this
investment option are subject to fluctuations, and there is
no guarantee of future performance. The Participants
interest in the fund will be denominated as "units". The
value of a unit in this Fund will be $1.00. The number of
units credited to a Participant will fluctuate based upon
the performance of the Fund. Effective January 1, 1993, the
Equity-Income Fund will no longer accept future
contributions. The Equity-Income fund, however, is
currently scheduled to be available under the Brokerage
Option.
(4) The PepsiCo Capital Stock Fund: This investment option
is invested primarily in Company Stock. Earnings will be
applied primarily to the purchase of additional shares of
Company Stock. Shares of Company Stock held by the Trustee,
which have been allocated to Participants' accounts, will be
voted by the Trustee as the Participant to whom such shares
are allocated directs in writing from time to time. Any
such shares with respect to which the Participant does not
give directions for voting in a timely manner will not be
voted by the Trustee. For voting purposes, allocated
fractional shares of Company Stock will be aggregated into
whole shares of stock and voted by the Trustee to the extent
possible to reflect the voting directions of the
Participants with respect to the whole shares of Company
Stock. Any
V-3
<PAGE>
to manage his financial affairs, the Plan Administrator or
its agent may direct the Trustee to make payments to such
person or to his legal representative or to a relative or
friend of such person for his benefit, or the Plan
Administrator or its agent may direct the Trustee to apply
the payment for the benefit of such person in such manner as
the Plan Administrator or its agent considers advisable.
Any payment of a benefit or installment thereof in
accordance with the provisions of this section shall be a
complete discharge of any liability for the making of such
payment under the provisions of the Plan.
6.8 No Other Benefits or Withdrawals: Except as
expressly provided for in this Article VI or the Appendix,
no individual, whether a Participant, former Participant,
Beneficiary or otherwise, shall be entitled to any
distribution or withdrawal of funds from the Trust Fund.
V-4
<PAGE>
ARTICLE IX
Administration
9.1 Allocation of Responsibility Among Fiduciaries for Plan
and Trust Administration: The Fiduciaries shall have only
those specific powers, duties, responsibilities, and
obligations as are specifically given them under this Plan
or the Trust instrument. The Plan Administrator shall have
the sole responsibility for the administration of the Plan,
which responsibility is specifically described in this Plan
and the Trust instrument, except where an agent is appointed
to perform administrative duties as specifically agreed to
by the Plan Administrator and the agent. The Trustee shall
have the sole responsibility for the administration of the
Trust and the management of the assets held under the Trust,
except where an investment manager has been appointed, all
as specifically provided in the Trust instrument. Each
Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with
the provisions of the Plan or the Trust instrument, as the
case may be, authorizing or providing for such direction,
information or action. Furthermore, each Fiduciary may rely
upon any direction, information or action of another
Fiduciary as being proper under this Plan or the Trust, and
is not required under this Plan or the Trust instrument to
inquire into the propriety of any direction, information or
action. It is intended under this Plan and the Trust
instrument that each Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities
and obligations under this Plan and the Trust instrument and
shall not be responsible for any act or failure to act of
another Fiduciary. No Fiduciary guarantees the Trust in any
manner against investment loss or depreciation in asset
value.
9.2 Administration: The Plan shall be administered by the
Plan Administrator which may appoint or employ individuals
to assist in the administration of the Plan and which may
appoint or employ any other agents it deems advisable,
including legal counsel, actuaries and auditors to serve at
the Plan Administrator's direction. All usual and
reasonable expenses
IX-1
<PAGE>
of the Plan Administrator in administering the Plan may be
paid in whole or in part by the Company, and any expenses
not paid by the Company shall be paid by the Trustee out of
the principal or income of the Trust.
9.3 Claims Procedure: The Plan Administrator, or a party
designated by the Plan Administrator, shall have the
exclusive discretionary authority to construe and to
interpret the Plan, to decide all questions of eligibility
for benefits and to determine the amount of such benefits,
and its decision on such matters are final and conclusive.
Any exercise of this discretionary authority shall be
reviewed by a court under the arbitrary and capricious
standard, (i.e., the abuse of discretion standard). If,
pursuant to this discretionary authority, an assertion of
any right to a benefit by a Participant or beneficiary is
wholly or partially denied the Plan Administrator, or a
party designated by the Plan Administrator, will provide
such claimant a comprehensible written notice setting forth:
(a) The specific reason or reasons for such denial;
(b) Specific referenceto pertinent Plan provisions on which
the denial is based;
(c) A description of any additional material or information
necessary for the claimant to submit to perfect the claim
and an explanation of why such material or information is
necessary; and
(d) A description of the Plan's claim review procedure.
The claim review procedure is available upon written request
by the claimant to the Plan Administrator, or the designated
party, within 60 days after receipt by the claimant of
written notice of the denial of the claim, and includes the
right to examine pertinent documents and submit issues and
comments in writing to the Plan Administrator, or the
designated party. The decision on review will be made
within 60 days after receipt of the request for review,
unless circumstances warrant an extension of time not to
exceed an additional 60 days, and shall be in writing and
drafted in a manner calculated to be
IX-2
<PAGE>
ARTICLE XII
Termination of the Plan
The Plan herein provided for has been established by the
Company with the bona fide intention that it shall be
continued in operation indefinitely. However, the Company
reserves the right at any time to terminate or to partially
terminate the Plan. In addition, a participating Employer
may cease participation in the Plan with respect to its
Employees.
Should the Company decide to terminate the Plan, the Trustee
shall be notified of such event in writing and shall proceed
at the direction of the Plan Administrator to handle the
assets of the Trust Fund, as follows:
First, to the extent determined by the Plan Administrator,
to pay any due and accrued expenses and liabilities of the
Trust and any expenses involved in the termination.
Second, to pay to Participants in the Plan who are active
Employees affected by such termination the amount of their
interest in the Trust Fund, as soon as permitted by
applicable law, as determined by the Plan Administrator. If
some or all of the Participants may not receive
distributions of their interest at the time of such
termination or cessation, the Plan Administrator may in its
sole discretion direct the Trustee to segregate each such
Participant's interest to a savings account, certificate of
deposit, or other suitable investment for distribution at
the appropriate future time.
Notwithstanding the foregoing, the Trustee shall not be
required to make any distribution from the Trust in the
event the Plan is terminated until such time as the Internal
Revenue Service shall have determined in writing that such
termination will not adversely affect the prior
qualification of the Plan.
XII-1
<PAGE>
other person having or claiming to have an interest in the
Trust Fund or under the Plan shall be entitled to any notice
or service of process.
Any final judgment which is not appealed or appealable that
may be entered in any such action or proceeding shall be
binding and conclusive on the parties hereto, the Plan
Administrator, the Trustee and all persons having or
claiming to have any interest in the Trust Fund or under the
Plan.
13.4 Qualification of Plan as a Condition: This amendment
and restatement of the Plan is based upon the condition
subsequent that it shall be approved and qualified by the
Internal Revenue Service as meeting the requirements of the
Internal Revenue Code and regulations issued thereunder with
respect to employees' plans and trusts, including a salary
reduction arrangement, so as to permit, among other
incidents to such qualified plans, the Employer to deduct
for income tax purposes the amount of its contributions to
the Plan as set forth herein, and so that such contributions
will not be taxable at the time of contribution to the
Participants as income. Therefore, if when this Plan is
submitted for qualification and approval by the Internal
Revenue Service, the Internal Revenue Service determines
that the Plan does not meet the qualification requirements
of the Internal Revenue Code for the purposes specified in
the preceding sentence, and the deficiencies precluding
qualification may not be corrected by amendment effective as
of the Effective Date, then regardless of any other
provision herein contained, this Plan shall be and become
null and void ab initio, and any contributions under the
Plan for any fiscal year of an Employer commencing on or
after the Effective Date shall be returned to the Employers
for the benefit of the Employees on whose behalf the
contribution was made to the Trust.
13.5 Successor to the Company: In the event of the
dissolution, merger, consolidation or reorganization of the
Company, provision may be made by which the Plan and Trust
will be continued by the successor, and, in that event, such
successor shall be substituted for the Company under the
Plan. The substitution of the successor shall constitute an
assumption of Plan liabilities by the successor and the
successor shall have all the powers, duties and
responsibilities of the Company under the Plan.
XIII-3
<PAGE>
13.6 Transfer of Plan Assets: In the event of any merger or
consolidation of the Plan with, or transfer in whole or in
part of the assets and liabilities of the Trust Fund to
another trust fund, held under any other plan of deferred
compensation maintained or to be established for the benefit
of all or some of the Participants of this Plan, the assets
of the Trust Fund applicable to such Participants shall be
transferred to the other trust fund only if:
(a) Each Participant would, if either this Plan or the
other plan then terminated, receive a benefit immediately
after the merger, consolidation or transfer which is equal
to or greater than the benefit he would have been entitled
to receive immediately before the merger, consolidation or
transfer, if the Plan had then terminated
(b) Resolutions of the Board of Directors of the Employer
of the affected Participants, shall authorize such transfer
of assets; and, in the case of the new or successor employer
of the affected Participants, its resolutions shall include
an assumption of liabilities with respect to such
Participant s inclusion in the new employer's plan, and
(c) Such other plan and trust are qualified under sections
401(a) and 501 (a) of the Code.
13.7 Indemnification: Unless the Board of Directors of the
Company shall determine otherwise, the Company shall
indemnify, to the full extent permitted by law, any employee
acting in good faith within the scope of his employment in
carrying out the administration of the Plan.
13.8 Action by the Company: Any action by the Company,
including any amendment authorized to be made under Article
XI, shall be made by a resolution adopted by the Company's
Board of Directors. In addition, any person or persons
authorized by the Board may take action on behalf of the
Company. Any such resolution of the Board of Directors
shall be effective provided it is adopted in accordance with
the bylaws (or other governing authority) of the Company.
Any action taken by any other person or persons shall be
effective provided it is executed in accordance with the
authorization of the Board.
XIII-4
<PAGE>
13.9 Applicable Law: The provisions of the Plan shall be
construed and administered according to, and its validity
and enforceability shall be determined under, ERISA. In the
event ERISA does not preempt state law in a particular
circumstance, the laws of the State of New York shall
govern.
13.10 Interpreting the Plan: This Plan shall be interpreted
in accordance with the rules of this section and Section
2.2.
(a) Compounds of the Word "Here": The words "hereof',
"hereunder" and other similar compounds of the word "here"
shall mean and refer to the entire Plan, not to any
particular provision or section.
(b) Examples: Whenever an example is provided or the text
uses the term "including" followed by a specific item or
items, or there is a passage having similar effect, such
passages of the Plan shall be construed as if the phrase
"without limitation" followed such example or term (or
otherwise applied to such passage in a manner that avoids
limits on its breadth of application).
(c) Fiduciary Discretion: With respect to the powers,
duties and responsibilities allocated to the named
Fiduciaries under the Plan, the Plan Administrator and the
Trustee shall have full discretionary authority to implement
and perform such powers, duties and responsibilities.
Specific references in the Plan to the Plan Administrator's
or the Trustee's discretion in a particular context shall
create no inference that the Plan Administrator's or
Trustee's discretion in any other respect, or in connection
with any other provisions, is less complete or broad.
(d) Invalid Provisions: If any provision of this Plan is,
or is hereafter declared to be void, voidable, invalid or
otherwise unlawful, the remainder of the Plan shall not be
affected thereby.
XIII-5
<PAGE>
pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code
section 125 or 402(a)(8).
(b) Minimum Contribution - For a Plan Year, the lesser of 3
percent of a Participant's Annual Compensation or, if this
Plan does not enable a defined benefit in the Required
Aggregation Group (as determined below) to satisfy the
requirements of (Code section 401(a)(4) or 410, a percentage
of a Participant's Annual Compensation equal to the
percentage at which contributions are made (or required to
be made) under the Plan and all other plans in the Required
Aggregation Group (as defined below) for the Key Employee
for whom such percentage is highest.
(c) Top-Heavy Plan: For any Plan Year Beginning after
December 31, 1983, a plan that is required in such year to
satisfy the requirements of Code section 416 because the
aggregate of the account balances of all Key Employees in
the Plan exceeds 60 percent of the aggregate of the account
balances of all Participants in the Plan, such determination
to be made in accordance with the procedures described in
Code section 416(g) and the regulations thereunder as of the
last day of the preceding Plan Year (or in the case of the
first Plan Year, as of the last day of such Plan Year) (the
"determination date"). For purposes of determining whether
the Plan is a Top-Heavy Plan, the Plan must be aggregated
with all other plans maintained by the Employer which are
required to be aggregated with the Plan in order for the
Plan to meet the requirements of Code sections 401(a)(4) or
410, and all other plans maintained by the Employer in which
a Key Employee is a Participant (the "Required Aggregation
Group"). In addition, the Plan may also be aggregated with
any other plans maintained by the Employer so long as such
aggregation would not prevent the aggregated group from
satisfying the requirements of Code sections 401(a)(4) or
410 (the "Permissive Aggregation Group").
14.3 Allocation of Minimum Contribution: For any
year in which the Plan is a Top-Heavy Plan, the Minimum
Contribution as defined in Section 14.2(c) hereof shall be
made to the account of each Participant who is a non-Key
Employee, unless the Minimum
XIV-2
<PAGE>
Contribution for the Participant is made under another
defined contribution plan maintained by the Employer. Such
Minimum Contribution shall be made to the Employer
Contribution Account of each non-Key Employee Participant
who is employed on the last day of such Plan Year without
regard to such Participant's Hours of Service during such
Plan Year. The Employer and the Plan Administrator shall
determine under which plan a Participant shall receive the
Minimum Contribution if the Employee is a Participant in
more than one plan maintained by the Employer.
XIV-3
<PAGE>
ARTICLE B
KFC Hourly Employees
The terms of this Article apply to any Employee who is
employed on or after December 1, 1989 on an hourly basis by
KFC Corporation; KFC Enterprises, Inc.; KFC National
Management Company; Kentucky Fried Chicken International
Holdings, Inc.; Kentucky Fried Chicken Corporate Holdings,
Ltd. or the Company (only with respect to those Employees of
the Company who are (i) providing services in Illinois to
Kentucky Fried Chicken Corporation and (ii) working under
the supervision of Kentucky Fried Chicken Corporation)
(collectively referred to as "KFC").
B.1 Modifications to Section 3. I: For purposes of
determining the eligibility to participate in the Plan of an
Employee who is covered by this Article, the introductory
language of Section 3.1 (the portion preceding subsection
(a)) shall read as follows:
"3.1 Any full-time hourly Employee of KFC whose
Employment Commencement Date is before January 1, 1992 shall
be eligible to participate in the Plan once he has enrolled
in his Employer's One Plus program. Any full-time hourly
Employee of KFC who is coded as a shift-supervisor and whose
Employment Commencement Date is on or after January 1, 1992,
shall be eligible to participate in the Plan after the
attainment of age 21 and the completion of one Year of
Service. The following Employees or classes of Employees
shall not be eligible to participate in this Plan:"
B.2 Modifications to Section 4.1(d): For purposes of
determining the deferral amount in the case of an Active
Participant who is covered by this Article, subsections (a),
(d) and (e) of Section 4.1 shall read as follows:
"(a) Deferral Amount Subject to the limitations established
by this Article IV, each active Participant may defer in any
Plan Year up to $60 of his Eligible Pay per pay period, in
accordance with such rules and regulations as may be
established by the Plan Administrator. In the event that a
Participant elects to defer a portion of his Eligible Pay
under the Plan, it will be designated for contribution by
the Employer to the
B-1
<PAGE>
Trust on behalf of the Participant, and for deposit in his
Salary Deferral Account. All amounts deposited to a
Participant's Salary Deferral Account shall at all times be
fully vested."
"(d) Election Procedures: An election made pursuant to
subsection (b) or (c) above shall be in the manner specified
by the Plan Administrator. Any election shall specify the
amount of the deferral desired as a whole dollar amount,
subject to the limitation in subsection (a) above. The Plan
Administrator, in its discretion, may give no effect to an
election that does not meet minimum standards for
completeness and accuracy as the Plan Administrator may
establish."
"(e) Payroll Deductions: A Participant' Salary Deferral
Contributions shall be withheld from his Eligible Pay
through automatic payroll deductions. Salary Deferral
Contributions may not be withheld after they have been
actually or constructively received by the Participant."
B-2
<PAGE>
B.3 Modifications to Section 4.1: For
purposes of determining the deferral amount in the case of
an Active Participant who is covered by this Article,
subsections (a), (d) and (e) of Section 4.1 shall read as
follows:
"(a) Deferral Amount: Subject to the limitations
established by this Article IV, each active Participant may defer
in any Plan Year up to $60 of his Eligible Pay per pay period, in
accordance with such rules and regulations as may be
established by the Plan Administrator. In the event that a
Participant elects to defer a portion of his Eligible Pay
under the Plan, it will be designated for contribution by
the Employer to the Trust on behalf of the Participant, and
for deposit in his Salary Deferral Account. All amounts
deposited to a Participant's Salary Deferral Account shall
at all times be fully vested."
(d) Election Procedures: An election made pursuant to
subsection (b) or (c) above shall be in the manner
specified by the Plan Administrator. Any election shall
specify the amount of the deferral desired as a whole dollar
amount, subject in the limitation in subsection (a) above.
The Plan Administrator, in its discretion, may give no
effect to an election that does not meet minimum standards
for completeness and accuracy as the Plan Administrator may
establish."
(e) Payroll Deductions: A Participant's Salary Deferral
Contributions shall be withheld from his Eligible Pay
through automatic payroll deductions. Salary Deferral
Contributions may not be withheld after they have been
actually or constructively received by the Participant."
B-3
<PAGE>
ARTICLE C
Pizza Hut Hourly Employees
The terms of this Article apply to any Employee who is
employed on an hourly basis by the Southern, Western, or
Florida divisions of Pizza Hut of America or its domestic
locations and subsidiaries (collectively referred to as
"Pizza Hut").
C.1 Modifications to Section 3.1: For purposes of
determining the eligibility to participate in the Plan of an
Employee who is covered by this Article, the introductory
language of Section 3.1 (the portion preceding subsection
(a)) shall read as follows:
"3. 1 Eligibility: Effective, January 1, 1993, any hourly
Employee of Pizza Hut shall be eligible to participate in
the Plan once he becomes a participant in the Pizza Hut
Hourly Employees Retirement Plan, i.e., attains age 21 and
completes 1,000 hours of service. The following Employees
or classes of Employees shall not be eligible to participate
in this Plan:"
C-1
<PAGE>
Prior Definitions of Eligible Pay
The terms of this article applies to prior definitions of
Eligible Pay.
Effective January 1, 1989, excepted where otherwise noted,
Eligible Pay was defined as follows:
2.1(k) Eligible Pay: for each Plan Year, a Participant's
Eligible Pay shall be determined as follows:
(1) With respect to all Employees other than
those employed by Frito-Lay, Inc. or its subsidiaries:
(i) In the case of salaried Employees who are
considered exempt from the minimum wage and overtime pay provisions of
the Fair Labor Standards Act:
(I) for such Employees who were Employees on or
before July 15 of the preceding Plan Year, or such other date during the
preceding Plan Year as the Plan Administrator may select (July 15 or such
other date being hereinafter referred to as the "Salary Determination Date"
with respect to all Employees other than those employed by Frito-Lay, Inc.
or its subsidiaries), Annual Compensation shall be the Participant's
annual base salary in effect on the Salary Determination Date plus any lump
sum amount received by the Participant prior to the Salary Determination
Date and during such preceding Plan Year under the PepsiCo Executive
Incentive Plan or PepsiCo's or a subsidiary's Middle Management Incentive
Plan; and
D-1
<PAGE>
(II) for such Employees who were notEmployees on or
before the Salary Determination Date, Annual
Compensation shall be the Participant's annual base salary
on his date of hire;
(ii) In the case of any salaried Employees who are not
considered exempt from the minimum wage and overtime pay
provisions of the Fair Labor Standards Act, and in the case
of eligible hourly Employees:
(I) for such Employees who were Employees on or before the
Salary Determination Date, Eligible Pay shall be the
Participant's base salary or hourly wage rate on the Salary
Determination Date, plus any overtime pay earned by the
Participant prior to the Salary Determination Date during
such preceding Plan Year, annualized in accordance with
rules adopted by the Plan Administrator,
(II) for such Employees who were not Employees on or
before the Salary Determination Date, Annual Compensation
shall be the Participant's annual base salary or hourly wage
rate on his date of hire, annualized in accordance with
rules adopted by the Plan Administrator;
(iii) In the case of Employees whose remuneration is
based, in whole or in part, on sales-related commission
payments:
(I) for such Employees who were Employees on or before the
Salary Determination Date, Eligible Pay shall be the
Participant's base annual salary in effect on the Salary
Determination Date, plus any commissions earned by the
Participant prior to the Salary Determination Date during
such
D-2
Exhibit 5
July 11, 1995
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 19577
Dear Sir or Madam:
As Vice President, Corporate Division Counsel of
PepsiCo, Inc. ("PepsiCo"), I have acted as counsel to
PepsiCo in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed today
with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as
amended (the "Act"), of 2,000,000 shares of PepsiCo Capital
Stock, par value 1-2/3 cents per share (the "Shares"),
pursuant to the PepsiCo Long-Term Savings Program (the
"Plan").
In connection with the opinion set forth below, I have
examined such records and documents and have made such
investigations of law and fact as I have deemed necessary.
Based upon the foregoing, it is my opinion that the
Shares being registered pursuant to the Registration
Statement to which this opinion is an exhibit, when sold in
accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my
name in the Registration Statement under the caption "Legal
Opinion". In giving this consent, I do not admit that I am
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ KATHLEEN ALLEN LUKE
Vice President, Corporate
Division Counsel
Exhibit 23 (a)
Consent of Independent Auditors
The Board of Directors
PepsiCo, Inc.
We consent to the use of our report dated February 7, 1995
on the consolidated financial statements and schedule of
PepsiCo, Inc. and subsidiaries as of December 31, 1994 and
December 25, 1993 and for each of the years in the three
year period ended December 31, 1994 incorporated herein by
reference in the Registration Statement on Form S-8 of
PepsiCo, Inc. pertaining to the PepsiCo Long-Term Savings
Program.
Our report refers to PepsiCo, Inc.'s adoption of the
Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits," and the change in
the method of calculating the market-related value of
pension plan assets used in the determination of pension
expense in 1994, and PepsiCo's adoption of the Financial
Accounting Standards Board's Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109,
"Accounting for Income Taxes" in 1992. Further, we
acknowledge our awareness of the use therein of our review
report dated May 2, 1995 related to our review of interim
financial information. Our review report refers to PepsiCo,
Inc.'s adoption of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits," and the
change in the method of calculating the market-related value
of pension plan assets used in the determination of pension
expense in 1994, and PepsiCo's adoption of the Financial
Accounting Standards Board's Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109,
"Accounting for Income Taxes" in 1992.
Pursuant to Rule 436(c) under the Securities Act of 1933,
such review report is not considered a part of a
registration statement prepared or certified by an
accountant or a report prepared or certified by an
accountant within the meaning of sections 7 and 11 of the
Act.
/s/ KPMG PEAT MARWICK LLP
New York, New York
July 11, 1995
