Filed by The Quaker Oats Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: The Quaker Oats Company
Commission File No.: 001-00012
The following communication was disseminated to Quaker Employees in the
Company's Midday Electronic Newsletter.
PEPSICO PRESIDENT STRESSES GROWTH, CONSISTENCY AND TALENT... Standing in front
of more than 1,300 Quaker employees at this morning's Town Hall Topics meeting
in Chicago, Quaker CEO Bob Morrison and PepsiCo President & Chief Operating
Officer Steve Reinemund talked about the growth opportunities related to
yesterday's merger announcement. Reinemund, the soon-to-be PepsiCo CEO, told
Quaker employees the three things that are top of mind for him as a PepsiCo
leader. Those items are as follows: growth (top line sales, business
opportunities and individual opportunities); consistency (financial performance,
product quality, and investment in the marketplace); and the people that make it
happen (the need to attract, develop and retain world-class people). Stressing
the third point, Reinemund gave Quaker employees a sense of the PepsiCo culture,
the people and the opportunities. Videotaped copies of the meeting are being
made and will be sent to all locations.
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Safe Harbor Statement
This release contains certain "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectation and are naturally subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking statements contained herein
include statements about future financial operating results and benefits of the
pending merger between PepsiCo, Inc. and The Quaker Oats Company. Factors that
could cause actual results to differ materially from those described herein
include: the inability to obtain shareholder or regulatory approvals; actions of
the U.S., foreign and local governments; the inability to successfully integrate
the businesses of PepsiCo, Inc. and The Quaker Oats Company; costs related to
the merger; the inability to achieve cost-cutting synergies resulting from the
merger; changing consumer or marketplace trends: and the general economic
environment. Neither PepsiCo, Inc. nor The Quaker Oats Company is under any
obligation to (and expressly disclaims any such obligation to) update or alter
its forward-looking statements, whether as a result of new information, future
events, or otherwise.
We urge investors to read the Proxy Statement/Prospectus and any other relevant
documents that PepsiCo, Inc. and The Quaker Oats Company have filed and will
file with the Securities and Exchange Commission because they contain important
information.
PepsiCo and Quaker Oats will file a proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by PepsiCo free of charge by requesting them
in writing from PepsiCo, Inc., 700 Anderson Hill Road, Purchase, New York 10577,
Attention: Secretary, or by telephone at (914) 253-2000. You may obtain
documents filed with the SEC by Quaker Oats free of charge by requesting them in
writing from The Quaker Oats Company, 321 North Clark Street, Chicago, Illinois
60610, Attention: Corporate Secretary, or by telephone at (312) 222-7111.
PepsiCo and Quaker Oats, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the
stockholders of PepsiCo and Quaker Oats in connection with the merger.
Information about the directors and executive officers of PepsiCo and their
ownership of PepsiCo shares is set forth in the proxy statement for PepsiCo's
2000 annual meeting of shareholders. Information about the directors and
executive officers of Quaker Oats and their ownership of Quaker Oats stock is
set forth in the proxy statement for Quaker's 2000 annual meeting of
stockholders. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus when
its becomes available.
