UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):   February 25, 2010
 
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
 
     
 
North Carolina
1-1183
13-1584302
(State or Other Jurisdiction
 of Incorporation)
(Commission
File Number)
(IRS Employer
 Identification No.)
 
700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:   (914) 253-2000
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
  __________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
þ
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 8.01.        Other Events

On February 25, 2010, PepsiCo, Inc. (the “ Company ”) announced that the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for its previously announced acquisitions of The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.  

The Company plans to close the acquisitions, which remain subject to the satisfaction of other customary closing conditions, after market close on February 26, 2010.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 8.01.


Item 9.01.          Financial Statements and Exhibits.

(d) Exhibits

99 .1        Press Release issued by PepsiCo, Inc., dated February 25 , 2 010 .
 
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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.
 

   
PEPSICO, INC.
     
     
Date:
February 26, 2010
 
By:
/s/ Thomas H. Tamoney, Jr.
       
Name:
Thomas H. Tamoney, Jr.
       
Title:
Senior Vice President, Deputy General Counsel and Assistant Secretary
 

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INDEX TO EXHIBITS
 

 
Exhibit Number
Description
99.1
Press Release issued by PepsiCo, Inc., dated February 25 , 2 010 .
 
 
 

 
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