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
December 2, 2000
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Date of Report (Date of earliest event reported)
PepsiCo, Inc.
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(Exact name of registrant as specified in its charter)
North Carolina
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(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
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (914) 253-2000
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Item 5. Other Information
On December 2, 2000, PepsiCo, Inc., a North Carolina corporation
("PepsiCo"), BeverageCo, Inc., a New Jersey corporation and a direct wholly
owned subsidiary of PepsiCo ("Merger Sub") and The Quaker Oats Company, a New
Jersey corporation ("Quaker") entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Pursuant to the Merger Agreement and subject to the terms
and conditions set forth therein, Merger Sub will be merged with and into
Quaker, with Quaker being the surviving corporation of such merger (the
"Merger"). As a result of the Merger, Quaker will become a wholly owned
subsidiary of PepsiCo. At the effective time of the Merger, each issued and
outstanding share of Quaker common stock will be converted into the right to
receive 2.3 shares of common stock of PepsiCo, subject to adjustment as
provided in the Merger Agreement.
In connection with the execution of the Merger Agreement, PepsiCo and
Quaker entered into a Stock Option Agreement (the "Option Agreement") pursuant
to which Quaker granted PepsiCo an option to purchase up to approximately 19.9%
of the outstanding shares of Quaker common stock exercisable in the
circumstances specified in the Option Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and a
copy of the Option Agreement is attached hereto as Exhibit 2.2. The foregoing
description of the Merger Agreement and the Option Agreement is qualified in
its entirety by reference to the full text of such agreements, each of which is
incorporated herein by reference. A joint press release announcing the
execution of the Merger Agreement was issued on December 4, 2000, a copy of
which was filed by PepsiCo on Form 8-K on December 4, 2000. The joint press
release is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number
2.1 Agreement and Plan of Merger dated as of December 2,
2000 among PepsiCo, Inc., BeverageCo, Inc. and The
Quaker Oats Company (Schedules and Exhibits omitted).
2.2 Stock Option Agreement dated as of December 2, 2000
between PepsiCo, Inc. and The Quaker Oats Company.
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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: December 7, 2000 PepsiCo, Inc.
By: /S/ LAWRENCE F. DICKIE
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Lawrence F. Dickie
Vice President,
Associate General Counsel
and Assistant Secretary
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EXHIBIT INDEX
Exhibit Number
2.1 Agreement and Plan of Merger dated as of December 2, 2000
among PepsiCo, Inc., BeverageCo, Inc. and The Quaker Oats
Company (Schedules and Exhibits omitted).
2.2 Stock Option Agreement dated as of December 2, 2000 between
PepsiCo, Inc. and The Quaker Oats Company.
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