PROSPECTUS SUPPLEMENT NO. 2 File No. 33-54733
(To Prospectus dated July 26, 1994) Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
6,226,415 Shares
-------------------
PepsiCo, Inc.
CAPITAL STOCK
(Par Value 1-2/3 Cents per Share)
Available to be Resold
------------------------------
The following information updates and supplements the prospectus dated
July 26, 1994 (the "Prospectus") covering affiliate reoffers and resales of
PepsiCo, Inc. Capital Stock, par value 1-2/3 cents per share, which were
acquired under PepsiCo's 1969 or 1975 Stock Option Plans, 1972 Performance Share
Plan, as amended, or 1979 Incentive Plan; or which were or are expected to be
acquired under PepsiCo's 1987 Incentive Plan or 1994 Long-Term Incentive Plan.
Such Prospectus was filed with the Securities and Exchange Commission as part of
Registration No. 33-54733.
The "Selling Stockholders" information is updated and restated in its
entirety as follows:
<TABLE>
STOCKHOLDERS ELIGIBLE TO RESELL
<CAPTION>
Shares of Capital
Stock Available to
be Resold (whether Shares of Shares of Capital
Name and Material or not there is a Capital Stock Stock Subject to
Relationships with PepsiCo present intent Beneficially Right to Acquire
Since April 1993 to do so) Owned Prior to April 30, 1997
- ---------------------------------------------- ------------------ ------------- -----------------------
<S> <C> <C> <C>
Brenda Barnes 6,956 435 6,956
President and Chief Executive Officer,
Pepsi-Cola North America; Chief Operating
Officer, Pepsi-Cola North America; Chief
Operating Officer, Pepsi-Cola Company
South/West
May 2, 1996
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to
be Resold (whether Shares of Shares of Capital
Name and Material or not there is a Capital Stock Stock Subject to
Relationships with PepsiCo present intent Beneficially Right to Acquire
Since April 1993 to do so) Owned Prior to April 30, 1997
- ---------------------------------------------- ------------------ ------------- -----------------------
<S> <C> <C> <C>
Randall C. Barnes 190,362 9 190,353
Senior Vice President and Treasurer
Wayne Calloway 2,887,490 185,988 2,701,519
Director and Chairman of the Board;
Chief Executive Officer
Robert L. Carleton 99,553 34,000 65,570
Senior Vice President and Controller
Robert G. Dettmer 473,476 14,485 459,008
Executive Vice President and Chief
Financial Officer
Roger A. Enrico 855,691 30,018 825,690
Director, Vice Chairman of the Board and
Chief Executive Officer; Chairman and
Chief Executive Officer, PepsiCo
Worldwide Restaurants; Chairman and Chief
Executive Officer, PepsiCo Worldwide Foods
Edward V. Lahey, Jr. 334,153 14,220 325,967
Senior Vice President, General Counsel
and Secretary
Indra K. Nooyi 26,464 -0- 26,464
Senior Vice President, Strategic
Planning
Andrall E. Pearson 99,577 99,577 -0-
Former Director
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to
be Resold (whether Shares of Shares of Capital
Name and Material or not there is a Capital Stock Stock Subject to
Relationships with PepsiCo present intent Beneficially Right to Acquire
Since April 1993 to do so) Owned Prior to April 30, 1997
- ---------------------------------------------- ------------------ ------------- -----------------------
<S> <C> <C> <C>
Steven S Reinemund 300,514 4,636 297,713
Director; Chairman and Chief
Executive Officer, Frito-Lay
Company; President and Chief
Executive Officer, Frito-Lay, Inc.
Christopher A. Sinclair 161,232 16,645 150,470
Director; Chairman and Chief
Executive Officer, Pepsi-Cola
Company; President and Chief
Executive Officer, PepsiCo Foods
and Beverages International;
President and Chief Executive
Officer, Pepsi-Cola International
Craig E. Weatherup 790,947 4,442 788,256
Director and President; President
and Chief Executive Officer,
Pepsi-Cola North America
- ------------------------------------------------------------------------------------------------------------
The address for each Selling Stockholder is c/o PepsiCo, Inc., Anderson Hill Road, Purchase, New York 10577
</TABLE>
