Filed by PepsiCo, Inc. pursuant
to
Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 of
the
Securities Exchange Act of
1934
Subject Companies: The Pepsi Bottling
Group, Inc.
Commission File No.:
001-14893
and
PepsiAmericas, Inc.
Commission File No.:
001-15019
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A Beautiful Day
Eric J. Foss
August 11, 2009
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Town Hall Agenda 1 2 3 4 5 Town Hall Agenda 1 10 Years of Success 2 Right Deal at the Right Time 3 A Look into the Future 4 Questions & Answers 5 Barbeque! |
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We Sell Soda. Customers Build Their Business Employees Build Their Futures Shareholders Build Their Wealth |
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Customers Build Their Business
Improving Customer Satisfaction
Customer Needs
vs. 2004
Eliminate My Out-of-Stocks +5 pts.
Respond & Recover +4 pts.
Accounts serviced as Scheduled +4 pts.
Provide Weekend Service +9 pts.
Customer Loyalty
69% 78%
9pt Improvement
2004 2009
LRB Category Sales
$80Bn $112Bn
40% Growth
IPO 2009
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Employees Build Their Future Creating a Great Place to Work Provide Opportunities to Build Meaningful Careers 2009 67,000 Employees 1999 35,000 Employees Promote Diversity & Inclusion 36% 44% 8pt. Improvement 1999 2009 Create a Culture of Recognition & Appreciation 55% 65% 10 pt. Improvement 2002 2009 |
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Shareholders Build Their Wealth
Significant Shareholder Value Creation
Total Return Analysis
3.3X
PBG Consumer Staples Dow S&P 500 CCE
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Financial Scorecard Proven Financial Track Record Topline Growth (in billions) 7.5 $13.8 CAGR 7% 1999 2008 Operating Profit (in billions) 0.5 $1.1 CAGR 11% 1999 2008 EPS Growth (in dollars) 0.58 $2.27 CAGR 16% 1999 2008 Cash Flow (in millions) $139 $526 CAGR 16% 1999 2008 |
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Accomplishments Green Power Leadership Award Black Enterprise Magazine Best Companies for Diversity C. Everett Koop National Health Award Hispanic Business Bottler of the Year Institutional Investor S&P 500 Fortune DiversityInc Top 50 2008 Companies for Diversity |
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Why the Need for Change Marketplace Changes One Voice Increased Speed and Flexibility Employee Growth The Right Deal... At The Right Time |
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IndraNooyi
Chairman & CEO
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Cautionary
Statement
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. PepsiCo,
Inc. (“PepsiCo”) and The
Pepsi Bottling Group, Inc. (“PBG”) plan to file with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 containing a proxy statement/prospectus and other documents with
respect to the proposed acquisition of PBG and a definitive proxy
statement/prospectus will be mailed to shareholders of PBG. PepsiCo and
PepsiAmericas, Inc. (“PAS”) plan to file with the
SEC a registration statement on Form S-4 containing a proxy statement/prospectus
and other documents with respect to the proposed acquisition of PAS and a
definitive proxy statement/prospectus will be mailed to shareholders of PAS.
INVESTORS AND SECURITY HOLDERS
OF PBG AND PAS ARE URGED TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors
and security holders will be able to obtain free copies of the registration
statements and the proxy statements/prospectuses (when available) and other
documents filed with the SEC by PepsiCo, PBG or PAS through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by PepsiCo will be available free of charge on PepsiCo’s internet
website at www.pepsico.com
or by contacting PepsiCo’s Investor Relations Department at 914-253-3035. Copies
of the documents filed with the SEC by PBG will be available free of charge on
PBG’s internet website at www.pbg.com
or by contacting PBG’s Investor Relations Department at 914-767-7216. Copies of
the documents filed with the SEC by PAS will also be available free of charge on
PAS’s internet website at www.pepsiamericas.com
or by contacting PAS’s Investor Relations Department at
612-661-3883.
PBG and
its directors, executive officers and certain other employees may be deemed to
be participants in the solicitation of proxies in respect of the proposed
acquisitions of PBG. Information regarding PBG’s directors and executive
officers is available in its Annual Report on Form 10-K for the year ended
December 27, 2008, which was filed with the SEC on February 20, 2009,
and its proxy statement for its 2009 annual meeting of shareholders, which was
filed with the SEC on April 7, 2009. PAS and its directors, executive officers
and certain other employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed acquisitions of PAS. Information regarding
PAS’s directors and executive officers is available in its Annual Report on Form
10-K for the year ended January 3, 2009, which was filed with the SEC on March
4, 2009, and its proxy statement for its 2009 annual meeting of shareholders,
which was filed with the SEC on March 18, 2009. Other information regarding the
participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statements/prospectuses and other relevant materials to be filed with the
SEC when they become available.
Statements in this release that are
“forward-looking statements” are based on currently available information,
operating plans and projections about future events and trends. They inherently
involve risks and uncertainties that could cause actual results to differ
materially from those predicted in such forward-looking statements. Such risks
and uncertainties include, but are not limited to: PepsiCo’s ability to
consummate the acquisitions of PBG and PAS and to achieve the synergies and
value creation contemplated by the proposed acquisitions; PepsiCo’s ability to
promptly and effectively integrate the businesses of PBG, PAS and PepsiCo; the
timing to consummate the proposed acquisitions and any necessary actions to
obtain required regulatory approvals; the diversion of management time on
transaction-related issues; changes in demand for PepsiCo’s products, as a
result of shifts in consumer preferences or otherwise; increased costs,
disruption of supply or shortages of raw materials and other supplies;
unfavorable economic conditions
and increased volatility in foreign exchange rates; PepsiCo’s ability to build
and sustain proper information technology infrastructure, successfully implement
its ongoing business process transformation initiative or outsource certain
functions effectively; damage to PepsiCo’s reputation; trade consolidation, the
loss of any key customer, or failure to maintain good relationships with
PepsiCo’s bottling partners, including as a result of the proposed acquisitions;
PepsiCo’s ability to hire or retain key employees or a highly skilled and
diverse workforce; changes in the legal and regulatory environment; disruption
of PepsiCo’s supply chain; unstable political conditions, civil unrest or other
developments and risks in the countries where PepsiCo operates; and risks that
benefits from PepsiCo’s Productivity for Growth initiative may not be achieved,
may take longer to achieve than expected or may cost more than currently
anticipated.
For
additional information on these and other factors that could cause PepsiCo’s
actual results to materially differ from those set forth herein, please see
PepsiCo’s filings with the SEC, including its most recent annual report on Form
10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not
to place undue reliance on any such forward-looking statements, which speak only
as of the date they are made. All information in this communication is as of
August 4, 2009. PepsiCo undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.