SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
(Rule 13d-101. Information to be Included in the Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a))
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 (Act) 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).
(Continued on following pages)
CUSIP No. |
71343P200 |
13D | Page | 2 |
of | 8 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starquest Securities, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) | ||||
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||
o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Minnesota | |||||
7 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 8 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 12,116,087 | ||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||
12,116,087 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,116,087 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
9.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO |
CUSIP No. |
71343P200 |
13D | Page | 3 |
of | 8 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dakota Holdings, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) | ||||
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||
o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Minnesota | |||||
7 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 8 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 12,116,087 | ||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||
12,116,087 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,116,087 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
9.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO |
CUSIP No. |
71343P200 |
13D | Page | 4 |
of | 8 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pohlad Companies |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) | ||||
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||
o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Minnesota | |||||
7 | SOLE VOTING POWER | ||||
NUMBER OF | 102 | ||||
SHARES | 8 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 12,116,087 | ||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 102 | ||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||
12,116,087 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,116,189 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
9.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||
CO |
CUSIP No. |
71343P200 |
13D | Page | 5 |
of | 8 |
Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert C. Pohlad |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) | ||||
AF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||
o | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
7 | SOLE VOTING POWER | ||||
NUMBER OF | 826,317* | ||||
SHARES | 8 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 12,116,189 | ||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 668,717** | ||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||
12,116,189 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
12,942,506 * | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
o | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
9.9% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) | ||||
IN |
* | Includes 425,392 shares of common stock purchasable pursuant to the exercise of options and 157,600 shares of common stock underlying unvested restricted stock awards, over which the reporting person has sole voting power but no dispositive power. | |
** | Includes 425,392 shares of common stock purchasable pursuant to the exercise of options. |
6
Exhibit A | Amended and Restated Shareholder Agreement, by and among PepsiAmericas, Inc., Pohlad Companies and Robert C. Pohlad, dated September 6, 2005.* | |
Exhibit B | Agreement to File Joint Statement on Schedule 13D, dated January 5, 2006.* |
* | Previously Filed. |
7
Dated: February 7, 2008 | Starquest Securities, LLC |
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By: | /s/ Michael J. Reinarts | |||
Michael J. Reinarts, Vice President | ||||
Dated: February 7, 2008 | Dakota Holdings, LLC |
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By: | /s/ Michael J. Reinarts | |||
Michael J. Reinarts, Vice President | ||||
Dated: February 7, 2008 | Pohlad Companies |
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By: | /s/ Michael J. Reinarts | |||
Michael J. Reinarts, Vice President | ||||
Dated: February 7, 2008 | /s/ Robert C. Pohlad | |||
Robert C. Pohlad | ||||
8
Shares | ||||||||||
Beneficially | ||||||||||
Name | Principal Occupation | Owned | Percentage | |||||||
Robert C. Pohlad
|
Vice President of Starquest and Chairman and Chief Executive Officer of PepsiAmericas, Inc. | (1 | ) | (2 | ) | |||||
James O. Pohlad
|
President and Chief Manager of Starquest | 11,092 | (3) | * | ||||||
William M. Pohlad
|
Vice President of Starquest | 11,092 | (3) | * | ||||||
Donald E. Benson
|
Executive Vice President of Starquest | 0 | | |||||||
Raymond W. Zehr, Jr.
|
Executive Vice President of Starquest | 0 | |
Shares | ||||||||||
Beneficially | ||||||||||
Name | Principal Occupation | Owned | Percentage | |||||||
Robert C. Pohlad
|
Vice President of Starquest and Chairman and Chief Executive Officer of PepsiAmericas, Inc. | (1 | ) | (2 | ) | |||||
James O. Pohlad
|
President and Chief Manager of Starquest | 11,092 | (3) | * | ||||||
William M. Pohlad
|
Vice President of Starquest | 11,092 | (3) | * | ||||||
Donald E. Benson
|
Executive Vice President of Starquest | 0 | | |||||||
Raymond W. Zehr, Jr.
|
Executive Vice President of Starquest | 834 | (4) | * | ||||||
Michael J. Reinarts
|
Vice President, Chief Financial Officer, Treasurer and Secretary of Starquest | 0 | |
* | Represents less than one percent. | |
(1) | The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference. | |
(2) | The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference. | |
(3) | Represents shares of common stock purchasable pursuant to the exercise of options. | |
(4) | Includes 556 shares of common stock purchasable pursuant to the exercise of options. |
I-1
Shares | ||||||||||
Beneficially | ||||||||||
Name | Principal Occupation | Owned | Percentage | |||||||
Robert C. Pohlad
|
President, Chief Manager and Vice President of Dakota and Chairman and Chief Executive Officer of PepsiAmericas, Inc. | (1 | ) | (2 | ) | |||||
James O. Pohlad
|
Vice President of Dakota | 11,092 | (3) | * | ||||||
William M. Pohlad
|
Vice President of Dakota | 11,092 | (3) | * |
Shares | ||||||||||
Beneficially | ||||||||||
Name | Principal Occupation | Owned | Percentage | |||||||
Robert C. Pohlad
|
President, Chief Manager and Vice President of Dakota and Chairman and Chief Executive Officer of PepsiAmericas, Inc. | (1 | ) | (2 | ) | |||||
James O. Pohlad
|
Vice President of Dakota | 11,092 | (3) | * | ||||||
William M. Pohlad
|
Vice President of Dakota | 11,092 | (3) | * | ||||||
Raymond W. Zehr, Jr.
|
Vice President of Dakota | 834 | (4) | * | ||||||
Michael J. Reinarts
|
Vice President, Treasurer and Secretary of Dakota | 0 | |
* | Represents less than one percent. | |
(1) | The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference. | |
(2) | The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference. | |
(3) | Represents shares of common stock purchasable pursuant to the exercise of options. | |
(4) | Includes 556 shares of common stock purchasable pursuant to the exercise of options. |
I-2
Shares | ||||||||||
Beneficially | ||||||||||
Name | Principal Occupation | Owned | Percentage | |||||||
Robert C. Pohlad
|
President of Pohlad Companies and Chairman and Chief Executive Officer of PepsiAmericas, Inc. | (1 | ) | (2 | ) | |||||
James O. Pohlad
|
Executive Vice President of Pohlad Companies | 11,092 | (3) | * | ||||||
William M. Pohlad
|
Executive Vice President of Pohlad Companies | 11,092 | (3) | * |
Shares | ||||||||||
Beneficially | ||||||||||
Name | Principal Occupation | Owned | Percentage | |||||||
Robert C. Pohlad
|
President of Pohlad Companies and Chairman and Chief Executive Officer of PepsiAmericas, Inc. | (1 | ) | (2 | ) | |||||
James O. Pohlad
|
Executive Vice President of Pohlad Companies | 11,092 | (3) | * | ||||||
William M. Pohlad
|
Executive Vice President of Pohlad Companies | 11,092 | (3) | * | ||||||
Raymond W. Zehr, Jr.
|
Executive Vice President and Treasurer of Pohlad Companies | 834 | (4) | * | ||||||
Carl R. Pohlad
|
Vice President of Pohlad Companies | 0 | | |||||||
Michael J. Reinarts
|
Vice President and Secretary of Pohlad Companies | 0 | |
* | Represents less than one percent. | |
(1) | The response of Mr. Pohlad to Item (11) on his cover page of this Schedule 13D is incorporated herein by reference. | |
(2) | The response of Mr. Pohlad to Item (13) on his cover page of this Schedule 13D is incorporated herein by reference. | |
(3) | Represents shares of common stock purchasable pursuant to the exercise of options. | |
(4) | Includes 556 shares of common stock purchasable pursuant to the exercise of options. |
I-3