File No. 33-22970
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 16, 1996)
153,454 Shares
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PepsiCo, Inc.
CAPITAL STOCK
(Par Value 1-2/3 Cents Per Share)
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This Prospectus Supplement supplements the accompanying Prospectus and
relates to an aggregate of 153,454 shares of Capital Stock, par value 1-2/3
cents per share ("Capital Stock"), of PepsiCo, Inc. ("PepsiCo"), offered by or
for the account of certain non-employee directors of PepsiCo (the "Selling
Stockholders") in order to permit such person to sell or otherwise dispose of
such securities from time to time. Certain information concerning the Selling
Stockholders and their ownership of PepsiCo Capital Stock is set forth in this
Prospectus Supplement under the caption "SELLING STOCKHOLDERS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus Supplement or the accompanying Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by PepsiCo. Neither this Prospectus Supplement nor the accompanying
Prospectus constitutes an offer to sell or the solicitation of an offer to buy
nor shall there be any sales of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. Neither
delivery of this Prospectus Supplement or the accompanying Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus Supplement is September 18, 1996
<PAGE>
Set forth below is certain information with respect to the Selling
Stockholders, which information supersedes in its entirety the information under
the heading "Selling Stockholders" in the accompanying Prospectus.
SELLING STOCKHOLDERS
Each of the Selling Stockholders has been a director of PepsiCo since
September 1993, except for Messrs. Ray L. Hunt and Franklin A. Thomas, who were
elected to PepsiCo's Board April 1, 1996 and September 22, 1994, respectively.
Mr. Robert H. Stewart III, a director since 1965, retired from PepsiCo's Board
effective April 1, 1996. The address for each Selling Stockholder is c/o
PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577.
<TABLE>
<CAPTION>
- -------------------------- -------------- --------------- ----------------- -------------
Shares of Shares Shares/ Total
Capital Previously Options Shares of
Stock Received Received Capital
Beneficially Pursuant to Pursuant to the Stock
Owned* the Plan** Plan in 1996*** Offered
- -------------------------- -------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
John F. Akers 24,926 7,868 3,381 11,249
Robert E. Allen 6,140 4,340 3,381 7,721
Ray L. Hunt 0 0 3,381 3,381
John J. Murphy 21,018 17,418 3,381 20,799
Sharon Percy Rockefeller 62,016 18,272 3,381 21,653
Robert H. Stewart, III 126,000 37,736 0 37,736
Franklin A. Thomas 1,000 0 3,381 3,381
P. Roy Vagelos 26,636 6,636 3,381 10,017
Arnold R. Weber 40,016 34,136 3,381 37,517
</TABLE>
- --------------
* These figures represent the number of shares of PepsiCo Capital Stock
beneficially owned by each non-employee director as of September 18, 1996,
not including the total number of options currently exercisable for shares
received under the Plan in 1996.
** Adjusted to reflect a two-for-one stock split for shareholders of record on
May 10, 1996.
*** These amounts reflect currently exercisable options which were granted in
1996. No shares of stock were granted in 1996.
