SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)¹

(Amendment No. 5)

PepsiAmericas, Inc.

 

(Name of Issuer)

COMMON STOCK,
PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

71343P200

(CUSIP Number)

Thomas H. Tamoney, Jr.
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Tel: (914) 253-3623

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

November 16, 2007

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

          The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		71343P200

CUSIP No.		71343P200

CUSIP No.		71343P200

CUSIP No.		71343P200

AMENDMENT NO. 5 TO SCHEDULE 13D

          This Amendment No. 5 amends the Report on Schedule 13D, originally filed on December 11, 2000 (the “Original 13D”), as amended by Amendment No. 1 thereto filed on January 2, 2001 (“Amendment No. 1”), Amendment No. 2 thereto filed on December 3, 2002 (“Amendment No. 2”), Amendment No. 3 thereto filed on June 30, 2003 (“Amendment No. 3”) and Amendment No. 4 thereto filed on August 23, 2007 (“Amendment No. 4” and, collectively with the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share, and associated preferred rights (collectively, the “Common Stock”), of PepsiAmericas, Inc. (the “Company”) beneficially owned, directly or indirectly, by PepsiCo, Inc., a North Carolina corporation (“PepsiCo”).

          The Original 13D, Amendment No. 1 and Amendment No. 2 were jointly filed on behalf of (i) Dakota Holdings, LLC, a Delaware limited liability company (“Dakota”), (ii) Pohlad Companies, a Minnesota corporation (“Pohlad”), and (iii) PepsiCo. As described in the second paragraph under the heading “Preliminary Statement” of Amendment No. 3, Dakota and Pohlad jointly filed Amendment No. 3 solely to reflect the conversion (the “Conversion”) of Dakota (a Delaware limited liability company) into a Minnesota limited liability company, which was accomplished by merging Dakota with and into Dakota Holdings, LLC, a Minnesota limited liability company (“Dakota Minnesota”). Following the Conversion and the consummation of the redemption described under Item 5 of Amendment No. 2, pursuant to which all of the membership interests in Dakota owned by PepsiCo through its wholly owned subsidiaries were redeemed in full, each of Pohlad and Dakota Minnesota elected to report, and have reported, their beneficial ownership of Common Stock apart from PepsiCo on Schedule 13Ds separate from this Schedule 13D. Consistent with this election, Dakota Minnesota (as successor to Dakota) and Pohlad are no longer reporting their beneficial ownership of Common Stock with PepsiCo and, as a result, any future amendments to this Schedule 13D, including this Amendment No. 5, are filed solely by PepsiCo and its subsidiaries.

          Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used without definitions in this Amendment No. 5 shall have the respective meanings ascribed to them in the Schedule 13D.

     Item 1. Security and Issuer.

          This statement relates to the Common Stock of the Company, a class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Company are located at 4000 Dain Rauscher Plaza, 60 South Sixth Street, Minneapolis, Minnesota 55402.

     Item 2. Identity and Background.

          (a) This Schedule 13D is being filed jointly on behalf of each of PepsiCo, Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey corporation and wholly owned subsidiary of PepsiCo (“Metro”), Pepsi-Cola Operating Company of Chesapeake and Indianapolis, a Delaware corporation and wholly owned subsidiary of PepsiCo (“Chesapeake”) and Pepsi-Cola Bottling Company of St. Louis, Inc., a Missouri corporation and wholly owned subsidiary of PepsiCo (“St. Louis”, together with PepsiCo, Metro and Chesapeake, the “Reporting Persons”).

          PepsiCo, a North Carolina corporation, is principally engaged as a holding company for various entities engaged in the beverage and snack food industries. The address of the principal business and the principal office of PepsiCo is 700 Anderson Hill Road Purchase, NY 10577.

          Metro, a New Jersey corporation, is principally engaged as a holding company for various entities engaged in the beverage and snack food industries. The address of the principal business and the principal office of Metro is 700 Anderson Hill Road, Purchase, NY 10577.

          Chesapeake, a Delaware corporation, is principally engaged as a holding company for various entities engaged in the beverage and snack food industries. The address of the principal business and the principal office of Chesapeake is 700 Anderson Hill Road, Purchase, NY 10577.

          St. Louis, a Missouri corporation, is principally engaged as a holding company for various entities engaged in the beverage and snack food industries. The address of the principal business and the principal office of St. Louis is 700 Anderson Hill Road, Purchase, NY 10577.

          The name, business address, citizenship and present principal occupation or employment of each executive officer and director of PepsiCo, Metro, Chesapeake and St. Louis are set forth on Schedules A through D, respectively, attached hereto and incorporated herein by reference.

          In addition, Midland Bottling Co. (“Midland”), a Delaware corporation and wholly owned subsidiary of PepsiCo, principally engaged as a holding company for various entities engaged in the beverage and snack food industries holds 794,115 shares in the Company and Beverages, Foods & Service Industries, Inc. (“BFSI”), a Delaware corporation and wholly owned subsidiary of PepsiCo, principally engaged as a holding company for various entities engaged in the beverage and snack food industries holds 424,157 shares in the Company. The address of the principal business and the principal office of Midland and BFSI is 700 Anderson Hill Road, Purchase, NY 10577.

          (b) See (a) above.

          (c) See (a) above.

          (d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A through D attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

          (e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedules A through D attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

          (f) See (a) above.

     Item 3. Source and Amount of Funds or Other Consideration.

          Not applicable.

     Item 4. Purpose of Transaction.

          (a) The Reporting Persons are filing this Amendment No. 5 to report that the board of directors of PepsiCo has authorized a reduction in PepsiCo’s aggregate level of beneficial ownership of the Company over a multi-year period to no less than the level at the time of the Company’s merger with Whitman Corporation in November 2000 of approximately 37%. Such reduction in ownership is not intended to affect PepsiCo’s commercial or other relationships with the Company.

          PepsiCo management has discretion to determine the timing and manner of disposition of the Common Stock. Sales of Common Stock may be made in offerings registered under the Securities Act of 1933, as amended (the “Securities Act”), or in transactions exempt from registration under the Securities Act, including without limitation sales in accordance with Rule 144 under the Securities Act and privately negotiated transactions.

          (b) – (j) Not applicable.

     Item 5. Interest in Securities of the Issuer.

          (a) The Company reported that as of October 26, 2007, it had 130,182,449 outstanding shares of Common Stock. Percentage figures are based on this number of shares outstanding. For purposes of Rule 13d-3 promulgated under the Exchange Act:

	•		PepsiCo may be deemed to beneficially own 57,263,870 shares of Common Stock, or approximately 44.0% of the outstanding shares of Common Stock.
	•		Metro may be deemed to beneficially own 36,713,824 shares of Common Stock, or approximately 28.2% of the outstanding shares of Common Stock.

	•		Chesapeake may be deemed to beneficially own 10,578,951 shares of Common Stock, or approximately 8.1% of the outstanding shares of Common Stock.
	•		St. Louis may be deemed to beneficially own 8,752,823 shares of Common Stock, or approximately 6.7% of the outstanding shares of Common Stock.
	•		Midland may be deemed to beneficially own 794,115 shares of Common Stock, or approximately 0.6% of the outstanding shares of Common Stock.
	•		BFSI may be deemed to beneficially own 424,157 shares of Common Stock, or approximately 0.3% of the outstanding shares of Common Stock.

          (b) By virtue of the relationships reported under Item 2 of this statement, PepsiCo may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned by each of Metro, Chesapeake, St. Louis, Midland and BFSI.

          (c) The Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.

          (d) By virtue of the relationships described in Item 2 of this statement, PepsiCo may be deemed to have the power to direct the receipt of dividends declared on the shares of Common Stock held by each of Metro, Chesapeake, St. Louis, Midland and BFSI and the proceeds from the sale of such shares of Common Stock.

          (e) Not applicable.

		Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

          On September 6, 2005, PepsiCo and the Company entered into a Second Amended and Restated Shareholder Agreement (the “Amended Shareholder Agreement”), which amends and restates in its entirety that Amended and Restated Shareholder Agreement dated as of November 30, 2000 (the “Prior Agreement”) between PepsiCo and the Company. The material terms of the Prior Agreement were previously summarized under the heading “Amended and Restated PepsiCo Shareholder Agreement” under Item 6 of the Original 13D. The Amended Shareholder Agreement provides that PepsiCo and its affiliates may not own more than 49% of the outstanding Common Stock. Under the Prior Agreement, PepsiCo’s and its affiliates’ ownership of Common Stock was similarly limited to a maximum ownership percentage of 49% of the outstanding Common Stock, but the combined ownership of PepsiCo and its affiliates, together with Robert C. Pohlad, his affiliates and his family, was also limited to a maximum ownership percentage of 49.9% of the outstanding Common Stock. The primary purpose of the Amended Shareholder Agreement was to decouple the ownership limitations that previously applied to the aggregate ownership of PepsiCo and Mr. Pohlad, his affiliates and his family.

          Any acquisitions by PepsiCo that would cause the maximum ownership percentage to be exceeded continue to require the consent of either (1) a majority of the Company’s directors not affiliated with PepsiCo or (2) the Company’s shareholders not affiliated with PepsiCo, or must be made pursuant to an offer for all outstanding shares of Common Stock at a price meeting specific minimum-price criteria. The Amended Shareholder Agreement continues to specify that, during its term, none of PepsiCo or its affiliates may enter into any agreement or commitment with Mr. Pohlad, his affiliates or his family with respect to the holding, voting, acquisition or disposition of the Common Stock. The Amended Shareholder Agreement also continues to restrict certain transfers by PepsiCo and its affiliates that would result in a third party unaffiliated with PepsiCo owning greater than 20% of the outstanding shares of Common Stock.

          The foregoing description of the Amended Shareholder Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Shareholder Agreement which is filed as an exhibit hereto, and is incorporated into this report by reference.

     Item 7. Material to be Filed as Exhibits.

Exhibit 99.1:		Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 4).
Exhibit 99.2:		Second Amended and Restated Shareholder Agreement dated as of September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc. (incorporated by reference to Exhibit 99.2 to Amendment No. 4).

SIGNATURES

          After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 19, 2007

EXHIBIT INDEX

Exhibit		Exhibit
Number		Name
99.1		Joint Filing Agreement among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 4).
99.2		Second Amended and Restated Shareholder Agreement dated as of September 6, 2005 among PepsiAmericas, Inc. and PepsiCo, Inc. (incorporated by reference to Exhibit 99.2 to Amendment No. 4).

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSICO, INC.

     The following is a list of the directors and executive officers of PepsiCo, Inc. (“PepsiCo”), setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo and each individual is a United States citizen.

Name		Business Address		Present Principal Occupation
Peter A. Bridgman		PepsiCo, Inc.		Senior Vice President and Controller
		700 Anderson Hill Road
		Purchase, NY 10577
Albert P. Carey		PepsiCo, Inc.		CEO and President, Frito-Lay North
		700 Anderson Hill Road		America
		Purchase, NY 10577
John C. Compton		PepsiCo, Inc.		CEO, PepsiCo Americas Foods
		700 Anderson Hill Road
		Purchase, NY 10577
Massimo F. d’Amore		PepsiCo, Inc.		CEO, PepsiCo Americas Beverages
		700 Anderson Hill Road
		Purchase, NY 10577
Dina Dublon*		PepsiCo, Inc.		Former Executive Vice President
		700 Anderson Hill Road		and Chief Financial Officer of
		Purchase, NY 10577		JPMorgan Chase
Victor J. Dzau*		PepsiCo, Inc.		Chancellor for Health Affairs at
		700 Anderson Hill Road		Duke University and President and
		Purchase, NY 10577		CEO of the Duke University Health
				System
Richard Goodman		PepsiCo, Inc.		Chief Financial Officer
		700 Anderson Hill Road
		Purchase, NY 10577
Ray L. Hunt*		PepsiCo, Inc.		Chief Executive Officer of Hunt
		700 Anderson Hill Road		Oil Company and Chairman, Chief
		Purchase, NY 10577		Executive Officer and President,
				Hunt Consolidated, Inc.
Alberto Ibargüen*		PepsiCo, Inc.		President and Chief Executive
		700 Anderson Hill Road		Officer of the John S. and James
		Purchase, NY 10577		L. Knight Foundation
Hugh F. Johnston		PepsiCo, Inc.		President, Pepsi-Cola North America
		700 Anderson Hill Road
		Purchase, NY 10577
Charles Maniscalco		PepsiCo, Inc.		CEO, Quaker-Tropicana-Gatorade
		700 Anderson Hill Road		North America
		Purchase, NY 10577

Name		Business Address		Present Principal Occupation
Arthur C. Martinez*		PepsiCo, Inc.		Former Chairman of the Board,
		700 Anderson Hill Road		President and Chief Executive
		Purchase, NY 10577		Officer of Sears, Roebuck and Co.
Matthew M. McKenna		PepsiCo, Inc.		Senior Vice President, Finance
		700 Anderson Hill Road
		Purchase, NY 10577
Indra K. Nooyi*		PepsiCo, Inc.		Chairman and CEO
		700 Anderson Hill Road
		Purchase, NY 10577
Lionel L. Nowell III		PepsiCo, Inc.		Senior Vice President and Treasurer
		700 Anderson Hill Road
		Purchase, NY 10577
Sharon Percy Rockefeller*		PepsiCo, Inc.		President and Chief Executive
		700 Anderson Hill Road		Officer WETA Public Stations
		Purchase, NY 10577
James J. Schiro*		PepsiCo, Inc.		Chief Executive Officer of Zurich
		700 Anderson Hill Road		Financial Services
		Purchase, NY 10577
Larry D. Thompson		PepsiCo, Inc.		Senior Vice President Government
		700 Anderson Hill Road		Affairs, General Counsel and
		Purchase, NY 10577		Secretary
Cynthia M. Trudell		PepsiCo, Inc.		Senior Vice President and Chief
		700 Anderson Hill Road		Personnel Officer
		Purchase, NY 10577
Daniel Vasella*†		PepsiCo, Inc.		Chairman of the Board and Chief
		700 Anderson Hill Road		Executive Officer of Novartis AG
		Purchase, NY 10577
Michael D. White*		PepsiCo, Inc.		Vice-Chairman of PepsiCo and CEO,
		700 Anderson Hill Road		PepsiCo International
		Purchase, NY 10577

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC.

     The following is a list of the directors and executive officers of Pepsi-Cola Metropolitan Bottling Company, Inc., setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.

Name		Business Address		Present Principal Occupation
Kathryn L. Carson		PepsiCo, Inc.		Vice President and Associate
		700 Anderson Hill Road		General Counsel
		Purchase, NY 10577
Christine Griff*		PepsiCo, Inc.		Director, Tax Planning
		700 Anderson Hill Road
		Purchase, NY 10577
Thomas H. Tamoney, Jr.*		PepsiCo, Inc.		Vice President, Deputy General
		700 Anderson Hill Road		Counsel and Assistant Secretary
		Purchase, NY 10577
J. Darrell Thomas*		PepsiCo, Inc.		Vice President and Assistant
		700 Anderson Hill Road		Treasurer
		Purchase, NY 10577

SCHEDULE C

EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSI-COLA OPERATING COMPANY OF CHESAPEAKE AND INDIANAPOLIS

     The following is a list of the directors and executive officers of Pepsi-Cola Operating Company of Chesapeake and Indianapolis, setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.

Name		Business Address		Present Principal Occupation
Kathryn L. Carson		PepsiCo, Inc.		Vice President and Associate
		700 Anderson Hill Road		General Counsel
		Purchase, NY 10577
Christine Griff*		PepsiCo, Inc.		Director, Tax Planning
		700 Anderson Hill Road
		Purchase, NY 10577
Thomas H. Tamoney, Jr.*		PepsiCo, Inc.		Vice President, Deputy General
		700 Anderson Hill Road		Counsel and Assistant Secretary
		Purchase, NY 10577
J. Darrell Thomas*		PepsiCo, Inc.		Vice President and Assistant
		700 Anderson Hill Road		Treasurer
		Purchase, NY 10577

SCHEDULE D

EXECUTIVE OFFICERS AND DIRECTORS
OF
PEPSI-COLA BOTTLING COMPANY OF ST. LOUIS, INC.

     The following is a list of the directors and executive officers of Pepsi-Cola Bottling Company of St. Louis, Inc., setting forth the business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to PepsiCo, Inc. and each individual is a United States citizen.

Name		Business Address		Present Principal Occupation
Kathryn L. Carson		PepsiCo, Inc.		Vice President and Associate
		700 Anderson Hill Road		General Counsel
		Purchase, NY 10577
Christine Griff*		PepsiCo, Inc.		Director, Tax Planning
		700 Anderson Hill Road
		Purchase, NY 10577
Thomas H. Tamoney, Jr.*		PepsiCo, Inc.		Vice President, Deputy General
		700 Anderson Hill Road		Counsel and Assistant Secretary
		Purchase, NY 10577
J. Darrell Thomas*		PepsiCo, Inc.		Vice President and Assistant
		700 Anderson Hill Road		Treasurer
		Purchase, NY 10577