As filed with the Securities and Exchange Commission on March 1, 1996
Registration No. ___________
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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)
Restaurant Deferred Compensation Plan
(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
Title of Proposed Proposed Amount of
securities to be Amount maximum maximum registration
registered (1) to be offering aggregate fee
registered price offering
per price (2)
obligation
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<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations $4,000,000 100% $4,000,000 $1,379.31
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</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of PepsiCo,
Inc. to pay deferred compensation in the future in accordance with the terms
of the Restaurant Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
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<PAGE>
RESTAURANT DEFERRED COMPENSATION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The information listed below, which has been filed by PepsiCo, Inc.
("PepsiCo") with the Securities and Exchange Commission (the "Commission"), is
specifically incorporated herein by reference:
(a) PepsiCo's Annual Report on Form 10-K for its fiscal year
ended December 31,1994;
(b) PepsiCo's proxy statement filed pursuant to Section
14 of the Securities Exchange Act of 1934 in connection with
its 1995 Annual Meeting of Shareholders;
(c) PepsiCo's Quarterly Report on Form 10-Q for the twelve weeks
ended March 25, 1995;
(d) PepsiCo's Quarterly Report on Form 10-Q for the twelve and
twenty-four weeks ended June 17, 1995;
(e) PepsiCo's Quarterly Report on Form 10-Q for the twelve and
thirty-six weeks ended September 9, 1995;
(f) PepsiCo's Current Report on Form 8-K dated January 10, 1996;
and
(g) PepsiCo's Current Report on Form 8-K dated February 7, 1996.
All documents filed by PepsiCo pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof,and prior to
the filing of a post-effective amendment indicating the termination of the
offering of the securities offered hereby, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
<PAGE>
Item 4. Description of Securities
The obligations of PepsiCo under the Restaurant Deferred Compensation
Plan (the "Obligations") are unsecured general obligations of PepsiCo to pay de-
ferred compensation in the future in accordance with the terms of the Restaurant
Deferred Compensation Plan (the "Plan") and rank pari passu with other
unsecured and unsubordinated indebtedness of PepsiCo outstanding from time to
time. However, the right of PepsiCo, hence the right of creditors of PepsiCo
(including Participants in the Plan), to participate in any distribution of
the assets of any subsidiary of PepsiCo upon its liquidation or reorganization
or otherwise is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of PepsiCo itself as a creditor of
the subsidiary may be recognized.
The amount of compensation deferred by each Participant is determined
in accordance with the Plan based on the Participant's elections, subject to
such rules and regulations as may be established by PepsiCo, as the plan
administrator of the Plan. Each Obligation will be payable in accordance with
the terms of the Plan. Under the Plan, the Obligations will yield an investment
return (plus or minus) based on one or more options individually chosen by each
Participant. The Obligations will be accounted for in units and are payable in
United States dollars.
Under the Plan, a Participant's right to the Obligations cannot be
assigned, alienated, sold, garnished, transferred, pledged, or encumbered
except by a written designation of a beneficiary under the Plan or by the laws
of descent and distribution. The Obligations are not convertible into another
security of PepsiCo. No trustee has been appointed having the authority to take
action with respect to the Obligations and each Participant will be responsible
for acting independently with respect to, among other things, the making of
investment elections and giving of notices.
PepsiCo reserves the right to amend or terminate the Plan at any time.
Item 5. Interests of Named Experts and Counsel
Legal Opinion
Kathleen Allen Luke, Esq., Vice President, Corporate Division Counsel
of PepsiCo, has rendered an opinion stating that the Obligations registered
hereunder, when incurred in accordance with the terms of the Plan, will be
valid and binding obligations of PepsiCo, enforceable in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws of general applicability relating to or affecting enforcement of
creditor's rights or by general equity principles. Ms. Luke is a full-time
employee of PepsiCo and beneficially owns certain PepsiCo securities, including
PepsiCo Capital Stock and options to purchase PepsiCo Capital Stock.
<PAGE>
Experts
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, included in the PepsiCo,
Inc. 1994 Annual Report on Form 10-K have been audited by KPMG Peat Marwick LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The report of KPMG Peat Marwick LLP covering
the December 31, 1994 financial statements refers to the Company's adoption of
the Financial Accounting Standards Board's Statement of Financial Accounting
Standard No. 112, "Employer's Accounting for Postemployment Benefits," and the
change in its method for calculating the market-related value of pension plan
assets used in the determination of pension expense in 1994 and the 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. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
With respect to the unaudited condensed consolidated interim financial
statements of PepsiCo, Inc. and Subsidiaries as of and for the twelve weeks
ended March 25, 1995, the twelve and twenty-four weeks ended June 17, 1995, and
the twelve and thirty-six weeks ended September 9, 1995, incorporated by
reference herein, KPMG Peat Marwick LLP has reported that they have applied
limited procedures in accordance with professional standards for a review of
such financial statements. However, their separate reports included in PepsiCo's
quarterly reports on Form 10-Q as of and for the twelve weeks ended March 25,
1995, the twelve and twenty-four weeks ended June 17, 1995, and the twelve and
thirty-six weeks ended September 9, 1995, incorporated by reference herein,
state that they did not audit and they do not express an opinion on such
condensed consolidated interim financial statements. Accordingly, the degree of
reliance on their reports on such financial statements should be restricted in
light of the limited nature of the review procedures applied. KPMG Peat Marwick
LLP is not subject to the liability provisions of Section 11 of the Securities
Act of 1933 for their reports on the unaudited condensed consolidated interim
financial statements because such reports are not a "report" or a "part" of the
Registration Statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act of 1933.
The financial statements incorporated herein by reference to all
documents subsequently filed by PepsiCo pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of KPMG Peat Marwick LLP and any
other independent public accountants, and relating to such financial information
and upon the authority of such independent public accountants as experts in
auditing and accounting in giving such reports to the extent that the particular
firm has audited such financial statements and consented to the use of their
reports thereon.
<PAGE>
Item 6. Indemnification of Directors and Officers
(i) Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act provide as follows:
Section 55-8-50. Policy statement and definitions.
(a) It is the public policy of this State to enable corporations
organized under this Chapter to attract and maintain responsible,
qualified directors, officers, employees and agents, and, to that end,
to permit corporations organized under this Chapter to allocate the
risk of personal liability of directors, officers, employees and agents
through indemnification and insurance as authorized in this Part.
(b) Definitions in this Part:
(1) 'Corporation' includes any domestic or foreign corporation
absorbed in a merger which, if its separate existence had
continued, would have had the obligation or power to indemnify
its directors, officers, employees, or agents, so that a
person who would have been entitled to receive or request
indemnification from such corporation if its separate
existence had continued shall stand in the same position under
this Part with respect to the surviving corporation.
(2) 'Director' means an individual who is or was a director of
a corporation or an individual who, while a director of a
corporation, is or was serving at the corporation's request as
a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. A
director is considered to be serving an employee benefit plan
at the corporation's request if his duties to the corporation
also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the
plan. 'Director' includes, unless the context requires
otherwise, the estate or personal representative of a
director.
(3) 'Expenses' means expenses of every kind incurred in
defending a proceeding, including counsel fees.
(4) 'Liability' means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan), or reasonable
expenses incurred with respect to a proceeding.
<PAGE>
(4a) 'Officer', 'employee' or 'agent' includes, unless the
context requires otherwise, the estate or personal
representative of a person who acted in that capacity.
(5) 'Official capacity' means: (i) when used with respect to a
director, the office of director in a corporation; and (ii)
when used with respect to an individual other than a director,
as contemplated in G.S. 55-8-56, the office in a corporation
held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the
corporation. 'Official capacity' does not include service for
any other foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan, or other
enterprise.
(6) 'Party' includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(7) 'Proceeding' means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or
informal.
Section 55-8-51. Authority to Indemnify.
(a) Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he is or
was a director against liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct in his
official capacity with the corporation, that his conduct was
in its best interests; and (ii) in all other cases, that his
conduct was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose he reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies
the requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of no contest or its equivalent
is not, of itself, determinative that the director did not meet the
standard of conduct described in this section.
<PAGE>
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable
to the corporation; or
(2) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
(e) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation that is
concluded without a final adjudication on the issue of liability is
limited to reasonable expenses incurred in connection with the
proceeding.
(f) The authorization, approval or favorable recommendation by the
board of directors of a corporation of indemnification, as permitted by
this section, shall not be deemed an act or corporate transaction in
which a director has a conflict of interest, and no such
indemnification shall be void or voidable on such ground.
Section 55-8-52. Mandatory indemnification.
Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.
Section 55-8-53. Advance for expenses.
Expenses incurred by a director in defending a proceeding may be
paid by the corporation in advance of the final disposition of such
proceeding as authorized by the board of directors in the specific case
or as authorized or required under any provision in the articles of
incorporation or bylaws or by any applicable resolution or contract
upon receipt of an undertaking by or on behalf of the director to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation against such expenses.
Section 55-8-54. Court-ordered indemnification.
Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a proceeding
may apply for indemnification to the court conducting the proceeding or
to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers
necessary may order indemnification if it determines:
<PAGE>
(1) The director is entitled to mandatory indemnification
under G.S. 55-8-52, in which case the court shall also order
the corporation to pay the director's reasonable expenses
incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indem-
nification in view of all the relevant circumstances,
whether or not he met the standard of conduct set forth in
G.S. 55-8-51 or was adjudged liable as described in G.S.
55-8-51(d), but if he was adjudged so liable his indemnifica-
tion is limited to reasonable expenses incurred.
Section 55-8-55. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under G.S. 55-8-51
unless authorized in the specific case after a determination
has been made that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct
set forth in G.S. 55-8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the
proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of
directors (in which designation directors who are parties may
participate), consisting solely of two or more directors not
at the time parties to the proceeding;
(3) By special legal counsel (i) selected by the board of
directors or its committee in the manner prescribed in
subdivision (1) or (2); (ii) if a quorum of the board of
directors cannot be obtained under subdivision (1) and a
committee cannot be designated under subdivision (2),
selected by majority vote of the full board of directors(in
which selection directors who are parties may participate);
or
(4) By the shareholders, but shares owned by or voted under
the control of directors who are at the time parties to the
proceeding may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall
be made by those entitled under subsection (b)(3) to select counsel.
<PAGE>
Section 55-8-56. Indemnification of officers, employees, and agents.
Unless a corporation's articles of incorporation provide
otherwise:
(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to
apply for court-ordered indemnification under G.S. 55-8-54,
in each case to the same extent as a director;
(2) The corporation may indemnify and advance expenses under
this Part to an officer, employee, or agent of the corporation
to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to
an officer, employee, or agent who is not a director to the
extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.
Section 55-8-57. Additional indemnification and insurance.
(a) In addition to and separate and apart from the indemnification
provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
corporation may in its articles of incorporation or bylaws or by
contract or resolution indemnify or agree to indemnify any one or more
of its directors, officers, employees, or agents against liability and
expenses in any proceeding (including without limitation a proceeding
brought by or on behalf of the corporation itself) arising out of their
status as such or their activities in any of the foregoing capacities;
provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on
account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of
the corporation. A corporation may likewise and to the same extent
indemnify or agree to indemnify any person who, at the request of the
corporation, is or was serving as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or as a trustee
or administrator under an employee benefit plan. Any provision in any
articles of incorporation, bylaw, contract, or resolution permitted
under this section may include provisions for recovery from the
corporation of reasonable costs, expenses, and attorneys' fees in
connection with the enforcement of rights to indemnification granted
therein and may further include provisions establishing reasonable
procedures for determining and enforcing the rights granted therein.
<PAGE>
(b) The authorization, adoption, approval, or favorable
recommendation by the board of directors of a public corporation of any
provision in any articles of incorporation, bylaw, contract or
resolution, as permitted in this section, shall not be deemed an act or
corporate transaction in which a director has a conflict of interest,
and no such articles of incorporation or bylaw provision or contract or
resolution shall be void or voidable on such grounds. The
authorization, adoption, approval, or favorable recommendation by the
board of directors of a nonpublic corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted
in this section, which occurred on or prior to July 1, 1990, shall not
be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such articles of incorporation, bylaw
provision, contract or resolution shall be void or voidable on such
grounds. Except as permitted in G.S. 55-8-31, no such bylaw, contract,
or resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or liabilities
asserted against any director prior to its adoption, authorization, or
approval by the board of directors.
(c) A corporation may purchase and maintain insurance on behalf of
an individual who is or was a director, officer, employee, or agent of
the corporation, or who, while a director, officer, employee, or agent
of the corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted
against or incurred by him in that capacity or arising from his status
as a director, officer, employee, or agent, whether or not the
corporation would have power to indemnify him against the same
liability under any provision of this Chapter.
Section 55-8-58. Application of Part.
(a) If articles of incorporation limit indemnification or advance
for expenses, indemnification and advance for expenses are valid only
to the extent consistent with the articles.
(b) This Part does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he has not been
made a named defendant or respondent to the proceeding.
(c) This Part shall not affect rights or liabilities arising out
of acts or omissions occurring before July 1, 1990.
(ii) Section 3.07 of Article III of the By-Laws of PepsiCo provides as
follows:
Unless the Board of Directors shall determine otherwise, the
Corporation shall indemnify, to the full extent permitted by law, any
person who was or is, or who is threatened to be made, a party to an
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his testator
<PAGE>
or intestate, is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer or employee of another enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding. Such indemnification may, in the
discretion of the Board, include advances of a director's, officer's or
employee's expenses prior to final disposition of such action, suit or
proceeding. The right of indemnification provided for in this Section
3.07 shall not exclude any rights to which such persons may otherwise
be entitled by contract or as a matter of law.
(iii) Officers and directors of PepsiCo are presently covered by
insurance which (with certain exceptions and within certain limitations)
indemnifies them against any losses arising from any alleged wrongful act
including any alleged error or misstatement or misleading statement or wrongful
act or omission or neglect of duty.
(iv) PepsiCo has entered into indemnification agreements with its
directors whereby (with certain exceptions) PepsiCo will, in general, indemnify
directors, to the extent permitted by law, against liabilities, costs or
expenses arising out of his or her status as a director by reason of anything
done or not done as a director.
Item 8. Exhibits
The Index to Exhibits is incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<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 1st day of March, 1996.
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>
<S> <C> <C>
Signature Title Date
D. Wayne Calloway * Chairman of the Board and March 1, 1996
(D. Wayne Calloway) Chief Executive Officer
Robert G. Dettmer * Executive Vice President March 1, 1996
(Robert G. Dettmer) and Chief Financial Officer
Robert L. Carleton * Senior Vice President March 1, 1996
(Robert L. Carleton) and Controller (Chief
Accounting Officer)
John F. Akers * Director March 1, 1996
(John F. Akers)
Robert E. Allen * Director March 1, 1996
(Robert E. Allen)
Roger A. Enrico * Vice Chairman of the Board March 1, 1996
(Roger A. Enrico) and Chairman and Chief
Executive Officer,
PepsiCo Worldwide Restaurants
John J. Murphy * Director March 1, 1996
(John J. Murphy)
Andrall E. Pearson * Director March 1, 1996
(Andrall E. Pearson)
Sharon Percy Rockefeller * Director March 1, 1996
(Sharon Percy Rockefeller)
Roger B. Smith * Director March 1, 1996
(Roger B. Smith)
Robert H. Stewart, III * Director March 1, 1996
(Robert H. Stewart, III)
Franklin A. Thomas * Director March 1, 1996
(Franklin A. Thomas)
P. Roy Vagelos * Director March 1, 1996
(P. Roy Vagelos)
Arnold R. Weber * Director March 1, 1996
(Arnold R. Weber)
*By:/s/ LAWRENCE F. DICKIE
-------------------------
(Lawrence F. Dickie)
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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, the twelve and twenty-four weeks
ended June 17, 1995, and the twelve and thiry-six weeks ended
September 9, 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 Copy of Power of Attorney, incorporated by reference to PesiCo's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994.*
- ---------------------------------------
*Previously filed or incorporated by reference
EXHIBIT 5
March 1, 1996
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
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 $4,000,000 of Deferred Compensation
Obligations which represents unsecured obligations of PepsiCo to pay deferred
compensation in the future in accordance with the terms of the Restaurant
Deferred Compensation Plan (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 Deferred Compensation
Obligations registered pursuant to the Registration Statement to which this
opinion is an exhibit, when incurred in accordance with the terms of the Plan,
will be valid and binding obligations of PepsiCo, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditor's rights or by general equity principles.
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, PepsiCo, Inc.
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 Restaurant
Deferred Compensation Plan Obligations and to the reference to our firm under
the heading "Experts" in the Registration Statement.
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 reports
dated May 2, 1995, July 25, 1995, and October 17, 1995 related to our review of
interim financial information. Our review reports refer 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 reports
are not considered 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
March 1, 1996
