PEPSICO INC
8-K, 1998-07-24
BEVERAGES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                          July 24, 1998 (July 20, 1998)
                     --------------------------------------
                Date of Report (Date of earliest event reported)


                                  PepsiCo, Inc.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

                                 North Carolina
                        ---------------------------------
                 (State or other jurisdiction of incorporation)


                 1-1183                                 13-1584302
        (Commission File Number)            (IRS Employer Identification No.)



                700 Anderson Hill Road, Purchase, New York 10577
                   -------------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (914) 253-2000

<PAGE> 



Item 5.      Other Events.

        The information contained in Exhibit 20 hereto is incorporated herein by
reference.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)    Exhibits

               20     Press Release dated July 20, 1998 from PepsiCo, Inc.



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:   July 24, 1998                       PepsiCo, Inc.



                                            By:    LAWRENCE F. DICKIE
                                                   -----------------------------
                                                   Lawrence F. Dickie
                                                   Vice President,
                                                   Associate General Counsel
                                                   and Assistant Secretary

<PAGE> 





                                INDEX TO EXHIBITS



Exhibit No.                         Description                         Page
- -------------           --------------------------------------          ----


      20                Press release dated July 20, 1998 from           4
                        PepsiCo, Inc.




                                                                    


                                                                      EXHIBIT 20

PEPSICO TO ACQUIRE TROPICANA,
WORLD LEADER IN BRANDED JUICES, FROM SEAGRAM


PURCHASE,  N.Y., July 20 -- PepsiCo,  Inc.  announced today that it will buy the
global  Tropicana  juice business from The Seagram Company Ltd. for $3.3 billion
in cash.

With 1997  revenues  of nearly $2  billion,  Tropicana  is the  world's  largest
marketer and producer of branded juices. Its portfolio includes many of the best
known  trademarks in the industry,  including  Tropicana Pure Premium,  Season's
Best and Dole. Tropicana Pure Premium, the company's leading trademark, is among
the 10 largest food brands sold in U.S. grocery stores.

Tropicana,  based in Bradenton, Fla., is also one of the world's fastest growing
major juice  companies.  Its operating  income has grown at a compounded  annual
rate of about 15% over the last five years.

"Tropicana is an absolutely  terrific  company,  the best in the business," said
Roger Enrico,  chairman and chief  executive  officer of PepsiCo.  "Its talented
people, powerful brands,  top-quality products and exceptionally strong position
in the growing juice market make it a wonderful complement to PepsiCo's existing
snack and beverage businesses. As a new division of PepsiCo, Tropicana will be a
very important part of our long-term growth strategy."

Enrico said that Tropicana will dramatically  expand PepsiCo's beverage presence
into the morning  "daypart,"  where  consumption of PepsiCo's  traditional  soft
drinks is relatively  low.  Tropicana  also will  significantly  strengthen  the
portfolio of products PepsiCo can offer its millions of retail, vending and food
service customers.

<PAGE> 


"Given  PepsiCo's broad experience in developing,  manufacturing,  marketing and
distributing  both food and beverage  products,  Tropicana will be a great fit,"
Enrico said.

In the $16 billion  U.S.  juice and juice  beverage  industry,  Tropicana is the
national leader of the chilled juice segment.  It has a particularly large share
in the fastest growing part of that segment, chilled not-from-concentrate juice,
which has grown by more than 8% annually since 1993.

Outside the U.S.  Tropicana holds leading  positions in the chilled orange juice
industries in Belgium,  Canada,  France and the United  Kingdom,  which together
have enjoyed rapid growth,  with annual  industry sales growth of nearly 12% for
chilled orange juice and 20% for chilled  not-from-concentrate orange juice. The
company also has expanding businesses in Japan, China, Taiwan and Hong Kong.

In addition to Tropicana  Pure Premium,  Season's  Best and Dole,  the company's
portfolio  includes  Tropicana  Pure Tropics 100% juice  products and  Tropicana
Twister juice  beverage  products in the United  States and Fruvita  chilled and
Hitchcock   shelf-stable   juices  and  Looza  nectars  and  juices  in  Europe.
Tropicana's    Copella    Fruit    Juices   Ltd.    sells   the   most   popular
not-from-concentrate apple juice in the United Kingdom.

The  transaction,  which is subject  to  Hart-Scott-Rodino  and other  customary
regulatory approvals, is expected to close by the end of August. Lehman Brothers
served as financial adviser to PepsiCo.

PepsiCo  consists of Pepsi-Cola  Company,  the world's second  largest  beverage
company,  and  Frito-Lay  Company,  the world's  largest  maker of salty snacks.
PepsiCo's 1997 revenues were $21 billion.





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