File No. 33-54733
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated July 26, 1994)
7,170,884 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 Shares of Shares of
(whether or not Capital Capital Stock
there is a Stock Subject to Right
Name and Material Relationships present intent to Beneficially to Acquire Prior
with PepsiCo Since June 1996 do so) Owned to June 25, 2000
- ------------------------------------- ------------------ ------------ ----------------
<S> <C> <C> <C>
Roger A. Enrico 2,331,911 68,132 2,323,816
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
</TABLE>
June 29, 1999
<PAGE> 2
<TABLE>
<CAPTION>
Shares of Capital
Stock Available
to be Resold Shares of Shares of
(whether or not Capital Capital Stock
there is a Stock Subject to Right
Name and Material Relationships present intent to Beneficially to Acquire Prior
with PepsiCo Since June 1996 do so) Owned to June 25, 2000
- ------------------------------------- ------------------ ------------ ----------------
<S> <C> <C> <C>
Matthew M. McKenna 221,161 587 221,161
Sr. Vice President and
Treasurer; Sr. Vice President,
Tax; Vice President, Tax
Indra K. Nooyi 309,514 383 309,514
Sr. Vice President, Corporate
Strategy and Development;
Sr. Vice President, Strategic
Planning
Steven S Reinemund 1,438,197 10,199 1,433,935
Director; President; Chairman and
Chief Executive Officer,
Frito-Lay Company
Karl M. von der Heyden 422,890 40,000 422,890
Director, and Vice Chairman of
the Board; Chief Financial Officer
Craig E. Weatherup 2,191,250 59,352 2,135,868
Director; President; Chairman
and Chief Executive Officer,
Pepsi-Cola Company; President
and Chief Executive Officer,
Pepsi-Cola North America
Michael D. White 255,961 13,096 245,859
Sr. Vice President, Chief
Financial Officer and Chief
Accounting Officer; Executive
Vice President and Chief
Financial Officer, Pepsi-Cola
Worldwide
</TABLE>
- --------------------------------------------------------------------------------
The address for each Selling Stockholder is c/o PepsiCo, Inc., Anderson Hill
Road, Purchase, New York 10577
