PEPSICO INC
8-K, 1996-05-02
BEVERAGES
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<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                            May 2, 1996 (May 1, 1996)
                     --------------------------------------
                Date of Report (Date of earliest event reported)


                                  PepsiCo, Inc.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

                                 North Carolina
                        ---------------------------------
                 (State or other jurisdiction of incorporation)


               1-1183                             13-1584302
      (Commission File Number)        (IRS Employer Identification No.)



                700 Anderson Hill Road, Purchase, New York 10577
                   -------------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (914) 253-2000


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Item 5.     Other Events.

      The information  contained in Exhibit 20 hereto is incorporated  herein by
reference.

Item 7.     Financial Statements, PRO FORMA Financial Information and Exhibits.

            (c)   Exhibits.

            20    Press release dated May 1, 1996 from PepsiCo, Inc.



                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:   May 2, 1996                       PepsiCo, Inc.



                                          LAWRENCE F. DICKIE
                                    By:-----------------------------
                                          Lawrence F. Dickie
                                          Vice President,
                                          Associate General Counsel
                                          and Assistant Secretary



<PAGE>  3   
                             INDEX TO EXHIBITS



Exhibit No.                    Description                                Page
- -----------                    -----------                                ----


    20            Press release dated May 1, 1996 from                      4
                  PepsiCo, Inc.
































                                       -3-

<PAGE> 4



                                                                     EXHIBIT 20

                      PEPSICO SPLITS STOCK, RAISES DIVIDEND

PURCHASE,  NEW YORK (May 1, 1996) -- The Board of  Directors  of  PepsiCo,  Inc.
today approved a two-for-one  split of PepsiCo's  Capital Stock for shareholders
of record at the close of business on May 10, 1996.

The Board also approved a 15% increase in the corporation's  quarterly dividend,
raising it from 10 cents to 11.5 cents per share on a post-split basis.

The stock split and dividend increase were announced at PepsiCo's Annual Meeting
of Shareholders.

"This stock split and dividend increase reflect PepsiCo's excellent  performance
as well as our Board's  tremendous  confidence in PepsiCo's  growth  prospects,"
said Wayne Calloway, PepsiCo Chairman of the Board.

"PepsiCo  shareholders are clearly  benefiting from the strength of all three of
our  businesses,  and I'm confident our best years are still to come.  The stock
split will make it easier for  individual  investors  to purchase  shares,"  Mr.
Calloway continued.


<PAGE>  5

The  dividend  increase  marks the 24th  consecutive  year of  increased  annual
dividends  declared.  The increase  raises total 1996 dividend  payments to 44.5
cents  from 39 cents in 1995,  on a  post-split  basis.  PepsiCo's  dividend  is
payable June 28, 1996 to  shareholders  of record on June 7, 1996.  The dividend
represents a payout of slightly over one-third of 1995 ongoing earnings.

The stock split  increases the number of  authorized  shares from 1.8 billion to
3.6  billion.   Existing  PepsiCo  stock  certificates  will  remain  valid  and
outstanding.   Certificates   representing   the  additional   shares  to  which
shareholders  of record at the close of business on May 10, 1996 are entitled as
a result of the split  will be mailed to them on May 28,  1996.  Each share will
have the same voting rights,  qualifications,  limitations  and  restrictions as
PepsiCo's current outstanding Capital Stock.

In 1995,  shareholders  earned a total  annual  return on PepsiCo  stock of 56%,
based on stock  price  appreciation  and  reinvested  dividends.  PepsiCo  stock
previously  split  three-for-one  in  1990,  1986  and  1977.  The  stock  split
two-for-one  in 1967. A $1,000  investment in PepsiCo stock when the company was
established in 1965 is today worth, with reinvested dividends, over $100,000.








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