PROSPECTUS SUPPLEMENT NO. 4 File No. 33-54733
(To Prospectus dated July 26, 1994) Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
13,370,306 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 Shares of
be Resold (whether Shares of Capital Stock
or not there is a Capital Stock Subject to Right to
Name and Material Relationships present intent to do Beneficially Acquire Prior to
with PepsiCo Since May 1995 so) Owned May 20, 1999
- ---------------------------------------- -------------------- ------------- -------------------
<S> <C> <C> <C>
John T. Cahill 210,399 5,000 210,399
Executive Vice President,
Finance, and Chief Financial
Officer, Pepsi-Cola Worldwide;
Sr. Vice President and Treasurer;
Chief Financial Officer,
Pepsi-Cola North America; Sr.
Vice President Finance/Chief
Financial Officer, KFC
</TABLE>
June 2, 1998
<PAGE> 2
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to Shares of
be Resold (whether Shares of Capital Stock
or not there is a Capital Stock Subject to Right to
Name and Material Relationships present intent to do Beneficially Acquire Prior to
with PepsiCo Since May 1995 so) Owned May 20, 1999
- ----------------------------------------- -------------------- ------------- -------------------
<S> <C> <C> <C>
Wayne Calloway 5,516,355 1,118,762 4,397,593
Director; Chairman of the Board and
Chief Executive Officer
Robert L. Carleton 219,635 67,966 151,669
Sr. Vice President and Controller
Robert G. Dettmer 860,991 28,936 832,055
Executive Vice President and Chief
Financial Officer
Roger A. Enrico 1,640,584 60,037 1,640,584
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. 659,766 28,262 644,269
Sr. Vice President, General Counsel and
Secretary
Matthew M. McKenna 133,029 293 133,029
Sr. Vice President and Treasurer; Sr.
Vice President, Tax; Vice
President, Tax
Indra K. Nooyi 192,170 52 192,170
Sr. Vice President, Strategic
Planning
Sean F. Orr 115,742 0 115,742
Sr. Vice President and Controller;
Executive Vice President/Chief
Financial Officer, Frito-Lay Inc.;
Sr. Vice President, Finance,
Frito-Lay North America; Sr.
Vice President, Finance and Chief
Financial Officer, Frito-Lay, Inc.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to Shares of
be Resold (whether Shares of Capital Stock
or not there is a Capital Stock Subject to Right to
Name and Material Relationships present intent to do Beneficially Acquire Prior to
with PepsiCo Since May 1995 so) Owned May 20, 1999
- --------------------------------------- -------------------- ------------- -------------------
<S> <C> <C> <C>
Steven S Reinemund 971,399 9,786 967,137
Director; Chairman and Chief
Executive Officer, Frito-Lay
Company; President and Chief
Executive Officer, Frito-Lay, Inc.
Karl M. von der Heyden 322,890 30,000 322,890
Director, and Vice Chairman of
the Board; Chief Financial Officer
Craig E. Weatherup 2,374,201 9,283 2,369,129
Director; President; Chairman
and Chief Executive Officer,
Pepsi-Cola Company; President
and Chief Executive Officer,
Pepsi-Cola North America
Michael D. White 153,145 12,845 143,043
Sr. Vice President and Chief
Financial Officer; Executive Vice
President and Chief Financial
Officer, Pepsi-Cola Worldwide;
Executive Vice President and
Chief Financial Officer, PepsiCo
Foods International
- ------------------------------------------------------------------------------------------------------------
The address for each Selling Stockholder is c/o PepsiCo, Inc., Anderson Hill Road, Purchase, New York 10577
</TABLE>
