File No. 33-22970
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated September 16, 1996)
148,400 Shares
PepsiCo, Inc.
CAPITAL STOCK
(Par Value 1-2/3 Cents Per Share)
This Prospectus Supplement supplements the accompanying Prospectus and
relates to an aggregate of 148,400 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 November 25, 1997
<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
November 1994, except for Messrs. Ray L. Hunt and Peter Foy, who were elected to
PepsiCo's Board April 1, 1996 and July 24, 1997, respectively. The address for
each Selling Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road, Purchase,
New York 10577.
<TABLE>
<CAPTION>
- -------------------------- -------------- --------------- ----------------- -------------
Shares/
Options Shares/
Shares of Previously Options Total
Capital Received Received Shares of
Stock Pursuant to Pursuant to the Capital
Beneficially the Plan Plan in 1997** Stock
Owned* Offered
- -------------------------- -------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
John F. Akers 31,962 11,507 3,397 14,904
Robert E. Allen 13,176 7,979 3,397 11,376
Peter Foy 3,442 -0- 3,442 3,442
Ray L. Hunt 7,036 3,639 3,397 7,036
John J. Murphy 28,054 21,057 3,397 24,454
Sharon Percy Rockefeller 69,127 21,911 3,397 25,308
Franklin A. Thomas 8,036 3,639 3,397 7,036
P. Roy Vagelos 43,672 10,275 3,397 13,672
Arnold R. Weber 47,052 37,775 3,397 41,172
-------- ------- ------- --------
251,557 117,782 30,618 148,400
- -------------------------- -------------- --------------- ----------------- -------------
</TABLE>
* These figures represent the number of shares of PepsiCo Capital Stock
beneficially owned by each non-employee director as of November 21, 1997,
including the total number of shares, or currently exercisable options to
purchase shares, of PepsiCo Capital Stock received under the Plan.
** These amounts reflect currently exercisable options which were granted in
1997. No shares of stock were granted in 1997.
