May 16, 1997 File No. 33-54733
PROSPECTUS SUPPLEMENT NO. 3 Filed pursuant to
(To Prospectus dated July 26, 1994) Rule 424(b)(3)and
Rule 424(c)
13,200,367 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
or not there is a Capital Stock Capital Stock Subject
Name and Material Relationships with PepsiCo present intent Beneficially to Right to Acquire
Since May 1994 to do so) Owned Prior to May 9, 1998
- -------------------------------------------- ------------------ ------------- ----------------------
<S> <C> <C> <C>
Brenda Barnes 76,279 884 76,279
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 16, 1997
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to
be Resold (whether Shares of Shares of
or not there is a Capital Stock Capital Stock Subject
Name and Material Relationships with PepsiCo present intent Beneficially to Right to Acquire
Since May 1994 to do so) Owned Prior to May 9, 1998
- -------------------------------------------- ------------------ ------------- ----------------------
<S> <C> <C> <C>
Randall C. Barnes 30,862 19 30,862
Senior Vice President and Treasurer
John T. Cahill 193,596 -0- 193,596
Senior Vice President and
Treasurer; Chief Financial Officer,
Pepsi-Cola North America; Sr.
Vice President Finance/Chief
Financial Officer, KFC
Wayne Calloway 6,276,293 1,218,762 5,057,531
Director; Chairman of the Board and
Chief Executive Officer
Robert L. Carleton 322,170 68,000 254,204
Senior Vice President and Controller
Robert G. Dettmer 872,445 28,936 843,509
Executive Vice President and Chief
Financial Officer
Roger A. Enrico 1,841,202 60,036 1,841,202
Director, Chairman of the Board and
Chief Executive Officer; Vice Chairman of
the Board and Chief Executive Officer;
Chairman and Chief Executive Officer,
PepsiCo Worldwide Restaurants
Edward V. Lahey, Jr. 840,049 27,948 824,552
Senior Vice President, General Counsel
and Secretary
Indra K. Nooyi 177,680 -0- 177,680
Senior Vice President, Strategic
Planning
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to
be Resold (whether Shares of Shares of
or not there is a Capital Stock Capital Stock Subject
Name and Material Relationships with PepsiCo present intent Beneficially to Right to Acquire
Since May 1994 to do so) Owned Prior to May 9, 1998
- -------------------------------------------- ------------------ ------------- ----------------------
<S> <C> <C> <C>
Steven S Reinemund 694,184 9,535 689,922
Director; Chairman and Chief
Executive Officer, Frito-Lay
Company; President and Chief
Executive Officer, Frito-Lay, Inc.
Karl M. von der Heyden 200,000 20,000 200,000
Director, Vice Chairman of the
Board and Chief Financial Officer
Craig E. Weatherup 1,675,607 9,557 1,670,225
Director; 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>
