File No. 33-22970
Filed pursuant to
Rule 424(b)(3) and
Rule 424(c)
PROSPECTUS SUPPLEMENT NO. 4
(To Prospectus dated September 16, 1996)
298,269 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 298,269 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 April 27, 2000
<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
April 1997, except for Messrs. Arthur C. Martinez and Franklin D. Raines, who
were elected to PepsiCo's Board in May 1999. The address for each Selling
Stockholder is c/o PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York
10577.
<TABLE>
<CAPTION>
- --------------------------- ------------------ ------------------ ---------------------- ---------------
Shares/
Options Shares/
Shares of Previously Options
Capital Stock Received Received Total Shares
Beneficially Pursuant to the Pursuant to of Capital
Owned* Plan the Plan in 1999** Stock Offered
- --------------------------- ------------------ ------------------ ---------------------- ---------------
<S> <C> <C> <C> <C>
John F. Akers 54,623 25,858 11,707 37,565
Robert E. Allen 17,119 13,368 1,951 15,319
Peter Foy 19,841 5,434 11,707 17,141
Ray L. Hunt 54,197 17,990 11,707 29,697
Arthur C. Martinez 10,005 0 8,005 8,005
John J. Murphy 33,988 28,437 1,951 30,388
Franklin D. Raines 14,864 0 13,864 13,864
Sharon Percy Rockefeller 68,518 36,262 4,878 41,140
Franklin A. Thomas 23,726 11,019 11,707 22,726
P. Roy Vagelos 66,333 24,626 11,707 36,333
Arnold R. Weber 51,971 43,164 2,927 46,091
-------- -------- ------- --------
415,185 206,158 92,111 298,269
- --------------------------- ------------------ ------------------ ---------------------- ---------------
</TABLE>
* These figures represent the number of shares of PepsiCo Capital Stock
beneficially owned by each non-employee director as of April 27, 2000, 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 1999.
