The Pepsi Bottling Group, Inc. for Pepsi_Bottling

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Pepsi Bottling Group (PBG)

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PBG » Topics » The Pepsi Bottling Group, Inc.

This excerpt taken from the PBG 8-K filed Sep 16, 2009.

THE PEPSI BOTTLING GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-14893		13-4038356
(Commission File Number)		(IRS Employer Identification No.)

One Pepsi Way, Somers, NY 10589

(Address of Principal Executive Offices) (Zip Code)

(914) 767-6000

(Registrant’s telephone number, including area code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

As previously disclosed, The Pepsi Bottling Group, Inc. (“PBG” or the “Company”) adopted the accounting provisions of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS 160”), which addresses the accounting and reporting framework for noncontrolling interests by a parent company. SFAS 160 also addresses disclosure requirements to distinguish between interests of the parent and interests of the noncontrolling owners of a subsidiary. SFAS 160 became effective in the first quarter of 2009.

The provisions of SFAS 160 require that minority interest be renamed noncontrolling interests and that a company present a consolidated net income measure that includes the amount attributable to such noncontrolling interests for all periods presented. In addition, SFAS 160 requires reporting noncontrolling interests as a component of equity in our Consolidated Balance Sheets and below income tax expense in our Consolidated Statements of Operations. As required by SFAS 160, we retrospectively applied the presentation to our prior year balances in our Consolidated Financial Statements in our Form 10-Q for each of our first and second quarters of 2009.

Based upon the effective date of SFAS 160, the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008 (the “2008 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2009, did not reflect the adoption of SFAS 160. This Current Report on Form 8-K is being filed to reflect the retrospective presentation in accordance with SFAS 160 that was not yet effective for the financial statements originally filed with the Company’s 2008 Form 10-K.

Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference herein, updates the following sections of the Company’s 2008 Form 10-K to give effect to the foregoing:

	•		Item 6: Selected Financial Data

	•		Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

	•		Item 8: Financial Statements and Supplementary Data (included in Item 7 — Management’s Financial Review — Financial Statements)

			— Notes to Consolidated Financial Statements

			— Report of Independent Registered Public Accounting Firm

	•		Item 15: Exhibits and Financial Statement Schedules

In addition, the information included in Note 21 — Subsequent Events has been revised to reflect PBG’s acceptance of the unsolicited offer and the definitive merger agreement with PepsiCo, Inc. (“PepsiCo”), under which PepsiCo will acquire all outstanding shares of PBG stock it does not already own.

Exhibit 12, which is incorporated by reference herein, sets forth a revised Computation of Ratio of Earnings to Fixed Charges to give effect to the foregoing.

Exhibit 99.2, which is incorporated by reference herein, sets forth revisions to Bottling Group, LLC’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, as filed with the SEC on February 20, 2009, to give effect to the foregoing.

All other information in the 2008 Form 10-K remains unchanged, in all material respects, and has not been updated for events or developments that occurred subsequent to the filing of the 2008 Form 10-K with the SEC.

The information in this Current Report on Form 8-K, including the information in Exhibits 12, 99.1 and 99.2 hereto and incorporated by reference herein, should be read together with the Company’s reports on Form 10-Q for the quarters ended March 21, 2009 and June 13, 2009 and the Company’s reports on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a)		Not Applicable.

(b)		Not Applicable.

(c)		Not Applicable.

(d)		Exhibits:


Exhibit Number		Description

12		Computation of Ratio of Earnings to Fixed Charges

23.1		Consent of Deloitte & Touche LLP

23.2		Consent of Deloitte & Touche LLP

99.1		Part II, “Item 6 — Selected Financial Data;” Part II, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;” Part II, “Item 8 — Financial Statements and Supplementary Data;” Notes to Consolidated Financial Statements; and the Report of Independent Registered Public Accounting Firm; Part IV, “Item 15: Exhibits and Financial Statement Schedules” to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008

99.2		Part II, “Item 6 — Selected Financial Data;” Part II, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;” Part II, “Item 8 — Financial Statements and Supplementary Data;” Notes to Consolidated Financial Statements; and the Report of Independent Registered Public Accounting Firm; Part III, “Item 11 — Executive Compensation;” Part IV, “Item 15: Exhibits and Financial Statement Schedules” to Bottling Group, LLC’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008, which are incorporated by reference to Bottling Group, LLC’s Current Report on Form 8-K filed with the SEC on September 16, 2009

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.


	THE PEPSI BOTTLING GROUP, INC. (Registrant)
Date: September 16, 2009	By:	/s/ David Yawman
		(Signature)
		David Yawman Vice President, Associate General Counsel and Assistant Secretary

These excerpts taken from the PBG 10-K filed Feb 20, 2009.

The Pepsi Bottling Group, Inc.

(Exact name of Registrant as Specified in its Charter)


Incorporated in Delaware		13-4038356
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
One Pepsi Way, Somers, New York		10589
(Address of Principal Executive Offices)		(Zip code)

Registrant’s telephone number, including area code: (914) 767-6000

The Pepsi
Bottling Group, Inc.

(Exact name of Registrant as
Specified in its Charter)


Incorporated in Delaware		13-4038356
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
One Pepsi Way, Somers, New York		10589
(Address of Principal Executive Offices)		(Zip code)

Registrant’s telephone
number, including area code:
(914) 767-6000

This excerpt taken from the PBG 8-K filed Oct 25, 2007.

The Pepsi Bottling Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


1-14893		13-4038356
(Commission File Number)		(IRS Employer Identification No.)

One Pepsi Way, Somers, NY 10589

(Address of Principal Executive Offices)

(914) 767-6000

(Registrant’s telephone number, including area code)

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:

o		Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14a-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS


Item 1.01. Entry into a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-10.1: FIRST AMENDED AND RESTATED CREDIT AGREEMENT

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

Effective October 19, 2007, The Pepsi Bottling Group, Inc. (the “Company”) and Bottling Group, LLC (the Company’s primary operating subsidiary) amended and restated the Company’s existing revolving credit facility (originally dated as of March 22, 2006) with Citibank N.A., as agent for the lenders, and the other lenders named therein (the “Credit Facility”). Pursuant to the amendment, and in connection with the termination of a separate credit facility (as described in Item 1.02 below), the amount available under the Credit Facility was increased from $450 million to $1.2 billion. The Company has the ability to increase the capacity under the Credit Facility by an additional $500 million, subject to lender approval. The Credit Facility, which terminates on October 19, 2012, is guaranteed by Bottling Group, LLC. At this time, the Company has not borrowed any funds under the Credit Facility.

The lending group for the Credit Facility consists of: Citigroup Global Markets Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and book managers; Citibank, N.A., as agent; HSBC Bank USA, N.A., as syndication agent; Bank of America, N.A., Deutsche Bank Securities, Inc. and JPMorgan Chase Bank, National Association, as co-documentation agents; and the other lenders from time to time party to the Credit Facility. Pursuant to the amendment, Bank of America, N.A. became a co-documentation agent in place of one of the previous co-documentation agents under the original Credit Facility.

A copy of the First Amended and Restated Credit Agreement is included in this Form 8-K as Exhibit 10.1 and is incorporated by reference. The foregoing description of the amended Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amended and Restated Credit Agreement.

In the ordinary course of their respective businesses, the lenders and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Company and its affiliates.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the Company and Bottling Group, LLC entering into the amended and restated Credit Facility described in Item 1.01 above, effective October 19, 2007, the Company terminated its existing $550 million credit agreement, dated as of April 28, 2004, as amended, supplemented and modified, by and among: the Company, as borrower; Bottling Group, LLC, as guarantor; JPMorgan Chase Bank, as agent; Banc of America Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and book managers; Bank of America, N.A., Citicorp USA, Inc., Credit Suisse First Boston and Deutsche Bank Securities Inc., as syndication agents; and the other lenders from time to time party to the credit agreement.

-2-

Section 2 — Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a)		Not Applicable.

(b)		Not Applicable.

(c)		Not Applicable.

(d)		Exhibits.

10.1

U.S. $1,200,000,000 First Amended and Restated Credit Agreement dated as of October 19, 2007 by and among The Pepsi Bottling Group, Inc., as borrower; Bottling Group, LLC, as guarantor; Citigroup Global Markets Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and book managers; Citibank, N.A., as agent; HSBC Bank USA, N.A., as syndication agent; Bank of America, N.A., Deutsche Bank Securities, Inc. and JPMorgan Chase Bank, National Association, as co-documentation agents.

-3-

SIGNATURE

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.


Date: October 25, 2007	The Pepsi Bottling Group, Inc.
	By:	/s/ David Yawman
		David Yawman
		Vice President, Assistant General Counsel and Assistant Secretary

-4-

INDEX TO EXHIBITS


Exhibit
Number		Description

	10.1	U.S. $1,200,000,000 First Amended and Restated Credit Agreement dated as of October 19, 2007 by and among The Pepsi Bottling Group, Inc., as borrower; Bottling Group, LLC, as guarantor; Citigroup Global Markets Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and book managers; Citibank, N.A., as agent; HSBC Bank USA, N.A., as syndication agent; Bank of America, N.A., Deutsche Bank Securities, Inc. and JPMorgan Chase Bank, National Association, as co-documentation agents.

-5-

This excerpt taken from the PBG DEF 14A filed Mar 31, 2006.

The Pepsi Bottling Group, Inc.

One Pepsi Way

Somers, New York 10589

March 31, 2006

Dear Fellow Shareholders:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2006 Annual Meeting of Shareholders of The Pepsi Bottling Group, Inc. (the “Company”). This meeting will be held on Wednesday, May 24, 2006, at 10:00 a.m. Eastern Daylight Time, at the Company’s headquarters located at One Pepsi Way in Somers, New York.

At this meeting, you will be asked to elect the Company’s Directors and ratify the appointment, by the Audit and Affiliated Transactions Committee, of Deloitte & Touche LLP as the Company’s independent auditors to audit the Company’s financial statements for 2006. The enclosed notice and proxy statement contain details about the business to be conducted at the meeting. To assure that your shares are represented at the meeting, we urge you to mark your choices on the enclosed proxy card, sign and date the card and return it promptly in the envelope provided. If you are able to attend the meeting and wish to vote your shares personally, you may do so at any time before the proxy is voted at the meeting.

If you plan to attend the meeting, please check the “Annual Meeting” box on your proxy card so that we may send you an admission card.


	Sincerely,


	John T. Cahill
	Chairman of the Board and Chief Executive Officer

EXCERPTS ON THIS PAGE:

8-K	Sep 16, 2009

10-K (2 sections)	Feb 20, 2009

8-K	Oct 25, 2007

DEF 14A	Mar 31, 2006

Pepsi Bottling Group (PBG)

PBG » Topics » The Pepsi Bottling Group, Inc.

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