PRICING SUPPLEMENT NUMBER 8 Filed Under Rule
(To Prospectus dated November 28, 1995) 424(b)(2) and 424(c)
CUSIP 71345L DW-5 File No. 33-64243
$25,000,000
PepsiCo, Inc.
Step-Up Notes Due July 15, 2011
Interest Payable Semiannually
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Underwriter: Lehman Brothers Inc.
Initial Offering Price: 100.00%
Underwriter's Discount: 0.00%
Currency: U. S. Dollars
Date of Issue: July 15, 1996
Issuance form: Book entry
Scheduled Maturity Date: July 15, 2011
Interest Rate:
July 15, 1996-July 14, 1999 7.50%
July 15, 1999-July 14, 2000 7.55%
July 15, 2000-July 14, 2001 7.60%
July 15, 2001-July 14, 2002 7.65%
July 15, 2002-July 14, 2003 7.70%
July 15, 2003-July 14, 2004 7.75%
July 15, 2004-July 14, 2005 7.80%
July 15, 2005-July 14, 2006 7.85%
July 15, 2006-July 14, 2007 7.95%
July 15, 2007-July 14, 2008 8.00%
July 15, 2008-July 14, 2009 8.50%
July 15, 2009-July 14, 2010 9.00%
July 15, 2010-July 14, 2011 10.00%
Day count basis: 30/360
Interest Accrual Date: July 15, 1996 or the most recent date for which
interest has been paid or provided for, as the
case may be. Interest will accrue from each
Interest Accrual Date to but excluding the next
succeeding Interest Payment Date.
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Interest Payment Dates: Semiannually on each July 15th and
January 15th, commencing January 15,
1997, and ending on the Scheduled
Maturity Date or an earlier Optional
Redemption Date.
Principal Payment Date: Scheduled Maturity Date, or an earlier
Optional Redemption Date.
Business Days: New York
Calculation Agent: PepsiCo, Inc.
Optional Redemption Dates: The Step-Up Notes Due July 15, 2011, (the
"Notes") may be redeemed, in whole but
not in part, at the option of PepsiCo, at
100% of the principal amount thereof,
plus accrued interest to the date of such
redemption, on July 15, 1999, and
semiannually thereafter on each July 15th
and January 15th, upon 15 days' written
notice by PepsiCo to the Trustee under
the Indenture dated as of December 14,
1994 for the benefit of the holders of
such Notes.
Option to elect prepayment: None
Sinking fund: Not applicable
Settlement Date: July 15, 1996
The Notes will be purchased by the Underwriter at 100.00% of their principal
amount (the "Initial Offering Price"). The Underwriter has advised PepsiCo that
it intends to offer all or part of the Notes directly to the public initially at
the Initial Offering Price of such Debt Securities. After the Notes are released
for sale to the public, the offering price and other selling terms may from time
to time be varied by the Underwriter.
For U.S. federal income tax purposes, the Notes will be treated as Fixed Rate
Debt Securities, issued without OID. This treatment is consistent with the
applicable provisions of the Internal Revenue Code of 1986, as amended, and the
final OID regulations, which are generally effective for debt instruments issued
on or after April 4, 1994.
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Lehman Brothers Inc.
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June 26, 1996
