File No. 33-22970
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated September 16, 1996)
206,158 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 206,158 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 June 1, 1999
<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
June 1996, except for Mr. Peter Foy, who was elected to PepsiCo's Board July 24,
1997. The address for each Selling Stockholder is c/o PepsiCo, Inc., 700
Anderson Hill Road, Purchase, New York 10577.
<TABLE>
<CAPTION>
- --------------------------- -------------- --------------- ----------------- -------------
Shares/
Shares of Options Shares/ Total
Capital Previously Options Shares of
Stock Received Received Capital
Beneficially Pursuant to Pursuant to the Stock
Owned* the Plan Plan in 1998** Offered
- --------------------------- -------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
John F. Akers 42,916 14,904 10,954 25,858
Robert E. Allen 15,168 11,376 1,992 13,368
Peter Foy 8,134 3,442 1,992 5,434
Ray L. Hunt 42,490 7,036 10,954 17,990
John J. Murphy 32,037 24,454 3,983 28,437
Sharon Percy Rockefeller 77,256 25,308 10,954 36,262
Franklin A. Thomas 12,019 7,036 3,983 11,019
P. Roy Vagelos 54,626 13,672 10,954 24,626
Arnold R. Weber 49,044 41,172 1,992 43,164
------- ------- ------ --------
333,690 148,400 57,758 206,158
- --------------------------- -------------- --------------- ----------------- -------------
</TABLE>
* These figures represent the number of shares of PepsiCo Capital Stock
beneficially owned by each non-employee director as of June 1, 1999, 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 and shares of stock which
were granted in 1998.
