- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
01 Marzo 2010 - 6:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 4)
(RULE
13e-100)
TRANSACTION
STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES
EXCHANGE ACT OF 1934
PEPSICO,
INC.
PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC.
PEPSIAMERICAS,
INC.
(Name
of Person(s) Filing Statement)
Common
Stock, Par Value $0.01 Per Share
(Title
of Class of Securities)
71343P200
(CUSIP
Number of Class of Securities)
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Thomas
H. Tamoney, Jr.
Senior
Vice President, Deputy General
Counsel
and Assistant Secretary
PepsiCo,
Inc.
700
Anderson Hill Road
Purchase,
New York 10577
(914)
253-3623
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Alexander
H. Ware
Executive
Vice President and
Chief
Financial Officer
PepsiAmericas,
Inc.
4000
RBC Plaza
60
South Sixth Street
Minneapolis,
Minnesota 55402
(612)
661-4000
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(Name,
Address and Telephone Numbers of Persons Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
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Copies
to:
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George
R. Bason, Jr.
Marc
O. Williams
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, New York 10017
(212)
450-4000
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Brian
D. Wenger
Brett
D. Anderson
Briggs
and Morgan, P.A.
2200
IDS Center
80
South Eighth Street
Minneapolis,
Minnesota 55402
(612)
977-8400
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James
C. Morphy
Audra
D. Cohen
Sullivan
& Cromwell LLP
125
Broad Street
New
York, New York 10004
(212)
558-4000
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This
statement is filed in connection with (check the appropriate box):
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x
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a.
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The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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x
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b.
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The
filing of a registration statement under the Securities Act of
1933.
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¨
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c.
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A
tender offer.
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¨
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d.
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None
of the above.
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Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies:
¨
Check the
following box if this is a final amendment reporting the results of the
transaction.
x
CALCULATION
OF FILING FEE
Transaction
valuation
(1)
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Amount
of filing fee
(2)
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$2,633,807,796
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$146,967
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(1)
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Calculated solely for purposes
of determining the filing fee.
The transaction value is calculated
based on the sum of (i)(x) $28.50
multiplied by
(y) the maximum number of shares of outstanding common stock of
PepsiAmericas, Inc. (“
PAS
”) and PAS restricted
stock awards representing shares of PAS common stock exchangeable in the
merger by stockholders other than PepsiCo or any of its subsidiaries
multiplied by
50% (the
portion of such shares that will be converted into the right to receive
the cash consideration), (ii)(x) the average of the high and low sales
prices of PAS common stock on The New York Stock Exchange on September 28,
2009 of $28.665 (the “
Market Value
”)
multiplied by
(y) the maximum number of shares of outstanding PAS common stock and
PAS restricted stock awards representing shares of PAS common stock
exchangeable in the merger by stockholders other than PepsiCo or any of
its subsidiaries
multiplied by
50% (the
portion of such shares that will be converted into the right to receive
the stock consideration) and (iii)(x) the Market Value
multiplied by
(y) the number of outstanding shares of PAS common stock held by
certain subsidiaries of PepsiCo exchangeable in the
merger.
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(2)
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Calculated
in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as
amended (the “
Exchange
Act
”), and SEC Fee Advisory #5 for Fiscal Year 2009, by multiplying
the transaction value calculated in accordance with (1) above of
$2,633,807,796 by 0.0000558.
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x
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of
the Exchange Act and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
$146,967
Form or Registration No.:
Registration Statement on Form S-4 (Registration No. 333-162260).
Filing
Party: PepsiCo, Inc.
Date
Filed: October 1, 2009
INTRODUCTION
This
Amendment No. 4 (this “
Final
Amendment
”) to the Transaction Statement on Schedule 13E-3 (as amended
hereby, the “
Transaction
Statement
”) first filed on October 1, 2009, and as amended by Amendment
No. 1 filed on December 8, 2009, Amendment No. 2 filed on December 31, 2009 and
Amendment No. 3 filed on January 12, 2010, is being filed with the Securities
and Exchange Commission (the “
SEC
”) pursuant to Section
13(e) of the Securities Exchange Act of 1934 (the “
Exchange Act
”), and Rule 13e-3
thereunder, by PepsiAmericas, Inc., a Delaware corporation (“
PAS
” and the issuer of the
equity securities that are the subject of the Rule 13e-3 transaction reported
hereby), PepsiCo, Inc., a North Carolina corporation (“
PepsiCo
”), and Pepsi-Cola
Metropolitan Bottling Company, Inc., a New Jersey corporation and a wholly owned
subsidiary of PepsiCo, Inc. (“
Metro
” and, together with PAS
and PepsiCo, the “
Filing
Persons
”).
This
Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the
results of the transaction that is the subject of this Transaction
Statement.
Item 15:
Additional Information.
Item 1011(b)
of Regulation M-A:
Item
1011(b) is hereby amended and supplemented as follows:
On
February 17, 2010, the stockholders of PAS approved the adoption of the
Agreement and Plan of Merger dated as of August 3, 2009 among PepsiCo, PAS and
Metro (the “
Merger
Agreement
”) at PAS’ Special Meeting of Stockholders held on that
date. On February 25, 2010, the Federal Trade Commission granted
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, for PepsiCo’s acquisition of
PAS.
On
February 26, 2010, PepsiCo filed a Certificate of Merger with the New Jersey
Division of Revenue and a Certificate of Merger with the Secretary of the State
of Delaware, pursuant to which PAS merged with and into Metro, with Metro
continuing as the surviving corporation and a wholly-owned subsidiary of PepsiCo
(the “
Merger
”).
Under the
terms of the Merger Agreement, each outstanding share of common stock of PAS not
owned by Metro, PepsiCo or a subsidiary of PepsiCo or held by PAS as treasury
stock (each, a “
PAS
Share
”) was cancelled and converted into the right to receive, at the
holder’s election, either 0.5022 shares of common stock of PepsiCo or $28.50 in
cash, without interest, subject to proration provisions which provide that an
aggregate 50% of such outstanding PAS Shares were converted into the right to
receive common stock of PepsiCo and an aggregate 50% of such outstanding PAS
Shares were converted into the right to receive cash. Subject to the
proration provisions described in the preceding sentence, each share with
respect to which a valid cash election was not made was converted into the right
to receive 0.5022 shares of PepsiCo common stock at the effective time of the
Merger. Shares of PAS common stock held by PepsiCo and Metro were cancelled and
shares held by subsidiaries of PepsiCo (other than Metro) were converted into
the right to receive 0.5022 shares of PepsiCo common stock at the effective time
of the Merger.
As a
result of the Merger, PAS’ common stock ceased to trade on the New York Stock
Exchange (“
NYSE
”) as of
the close of trading on February 26, 2010, will be delisted from the NYSE and
will be deregistered under the Exchange Act.
SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated: March
1, 2010
PEPSICO,
INC.
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By:
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/s/
Thomas H. Tamoney, Jr.
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Name:
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Thomas
H. Tamoney, Jr.
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Title:
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Senior
Vice President, Deputy
General
Counsel and Assistant
Secretary
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Dated: March
1, 2010
PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC.
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By:
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/s/
Thomas H. Tamoney, Jr.
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Name:
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Thomas
H. Tamoney, Jr.
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Title:
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Vice
President and Secretary
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Dated: March
1, 2010
PEPSI-COLA
METROPOLITAN BOTTLING COMPANY, INC. (successor to PepsiAmericas,
Inc.)
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By:
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/s/
Thomas H. Tamoney, Jr.
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Name:
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Thomas
H. Tamoney, Jr.
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Title:
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Vice
President and Secretary
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