File No. 33-54733
Filed pursuant to
Rule 424(b)(3)and
Rule 424(c)
PROSPECTUS SUPPLEMENT NO. 6
(To Prospectus dated July 26, 1994)
6,593,958 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 (whether Shares of Shares of Capital Stock
or not there is a Capital Stock Subject to Right to
Name and Material Relationships present intent to Beneficially Acquire Prior to
with PepsiCo Since August 1997 do so) Owned July 20, 2001
------------------------------- --------------------- ------------ ------------------
<S> <C> <C> <C>
Roger A. Enrico 3,588,003 68,132 3,579,908
Director, Chairman of the Board
and Chief Executive Officer; Vice
Chairman of the Board and Chief
Executive Officer
</TABLE>
August 4, 2000
<PAGE>
<TABLE>
<CAPTION>
Shares of Capital
Stock Available to be
Resold (whether or Shares of Shares of Capital Stock
not there is a Capital Stock Subject to Right to
Name and Material Relationships present intent to Beneficially Acquire Prior to
with PepsiCo Since August 1997 do so) Owned July 20, 2001
------------------------------- --------------------- ------------ ------------------
<S> <C> <C> <C>
Matthew M. McKenna 264,042 904 264,042
Sr. Vice President and
Treasurer; Sr. Vice President,
Tax; Vice President, Tax
Indra K. Nooyi 366,225 698 366,225
Sr. Vice President, Chief
Financial Officer; Sr. Vice
President, Corporate Strategy
and Development; Sr. Vice
President, Strategic Planning
Steven S Reinemund 1,397,491 10,577 1,393,229
Director; President and
Chief Operating Officer;
Chairman and Chief Executive
Officer, Frito-Lay Company
Robert F. Sharpe, Jr. 216,603 1,000 216,603
Sr. Vice President, Public
Affairs, General Counsel and
Secretary; Sr. Vice President,
General Counsel and Secretary
Karl M. von der Heyden 477,394 40,000 477,394
Director, Vice Chairman of
the Board; Director, Vice Chairman
of the Board and Chief Financial
Officer
Michael D. White 284,200 13,362 284,200
President and Chief Executive
Officer, Frito-Lay Europe/Africa/Middle
East; Sr. Vice President, Chief Financial
Officer and Chief Accounting Officer;
Executive Vice President
and Chief Financial Officer,
Pepsi-Cola Worldwide
</TABLE>
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The address for each Selling Stockholder is c/o PepsiCo, Inc., Anderson Hill
Road, Purchase, New York 10577
