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Pricing Supplement No. 1 Dated February 2, 2001 Rule 424(b)(3)
(To Prospectus Dated June 23, 2000 and Registration Statement No. 333-36614
Prospectus Supplement Dated June 23, 2000)
U.S. $200,000,000
PEPSIAMERICAS, INC.
(formerly known as Whitman Corporation)
MEDIUM-TERM NOTES, SERIES C
---------------
Currency or Currency Units (if other than U.S. dollars): If Floating Rate Note: N.A.
N.A.
Issue Date: FEBRUARY 9, 2001 ___ CD Rate Note
___ CMT Rate Note
Maturity Date: FEBRUARY 15, 2006 ___ Commercial Paper Rate Note
___ Federal Funds Rate Note
Public Offering Price (%): 99.815 ___ LIBOR Note
___ LIBOR Telerate
Discount or Commission (%): 0.600 ___ LIBOR Reuters
___ Prime Rate Note
Proceeds to PepsiAmericas: $198,430,000 ___ Treasury Rate Note
Original Issue Discount Security: Yes: __ No: X Initial Interest Rate: ______
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If Fixed Rate Note: If CD Rate Note, Commercial Paper Rate Note, Federal Funds
Rate Note, LIBOR Note Prime Rate Note or Treasury Rate
Interest Rate: 5.950% Note: N.A.
Interest Payment Date(s) (if different from dates set Index Maturity: ______
forth in the Prospectus Supplement): FEBRUARY 15 &
AUGUST 15, COMMENCING AUGUST 15, 2001 Spread: ______
Record Date(s) (if different from dates set forth in the Spread Multiplier: ______
Prospectus Supplement): FEBRUARY 1 & AUGUST 1
Maximum Interest Rate, if any: ______
If Note is Denominated in a Currency or Currency Unit Other
than U.S. Dollars: N.A. Minimum Interest Rate, if any: ______
Payment by Holder of Purchase Price in: Interest Reset Dates: ______
__ Specified Currency
__ U.S. Dollars Interest Determination Dates: ______
If Payable in U.S. Dollars, Exchange Rate Applicable to Calculation Dates: ______
Purchase Price: U.S. $1.00 = __________
Calculation Agent: ______
Payments to Holder of Principal and any Premium and
Interest in: Interest Payment Dates(s): ______
__ U.S. Dollars (with an election by the holder to
receive payments in the Specified Currency) Record Date(s): ______
__ Specified Currency (with no election by the
holder to receive payments in U.S. dollars)
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If Redeemable at the Option of PepsiAmericas: If Repayable at the Option of the Holder: N.A.
Redemption Date(s): SEE ANNEX A Repayment Date(s): ______
Redemption Price (%): SEE ANNEX A Repayment Price (%): _______
Notice Period: SEE ANNEX A Notice Period:________
Type of Sale: If Principal Offering, Reoffering At:
__ As Agent __ Varying prices related to prevailing market
prices at the time of sale
X As Principal
--- X Fixed public offering price of 99.815% of
--- Principal Amount
Annex Attached: Yes: X No: __
---
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Annex A
RECENT DEVELOPMENTS
On January 22, 2001, we filed a Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware to effect a change in our
name from "Whitman Corporation" to "PepsiAmericas, Inc." On January 24, 2001,
shares of our common stock began trading on The New York Stock Exchange under
the name PepsiAmericas and symbol "PAS."
USE OF PROCEEDS
We intend to use our net proceeds from the sale of the Notes to repay
outstanding commercial paper maturing within 30 days and having an average
interest rate of 6.3% as of February 2, 2001.
CERTAIN TERMS OF THE NOTES
The following description of the particular terms of the Notes
supplements, and to the extent inconsistent therewith supercedes, the
description of the general terms and provisions of our Medium-Term Notes, Series
C set forth under "Description of the Notes" in the prospectus supplement and
under "Description of the Debt Securities" in the prospectus. Capitalized terms
used but not defined herein have the meanings specified in the prospectus
supplement, the prospectus and/or the indenture governing the Notes.
OPTIONAL REDEMPTION
The Notes will be redeemable in whole or in part, at our option at any
time, upon not less than 30 nor more than 60 days' notice, at a redemption price
equal to the greater of:
- 100% of the principal amount of the Notes; or
- the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed
from the redemption date to the maturity date, discounted to
the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate
plus 12.5 basis points.
We will also pay the accrued and unpaid interest on the Notes to the redemption
date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue for the Notes to be redeemed, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be used, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the arithmetic average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day before the redemption date, as published in the daily
statistical release (or any successor release) by the Federal Reserve Bank of
New York and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if that release (or any successor release) is not available
or does not contain those prices on that business day, the arithmetic average of
the Reference Treasury Dealer Quotations for the redemption date.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with us.
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"Reference Treasury Dealer" means Banc of America Securities LLC, Banc
One Capital Markets, Inc., Chase Securities Inc. and Salomon Smith Barney Inc.
and their respective successors. If any of the Reference Treasury Dealers
ceases to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), we may substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the arithmetic average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day before the redemption date.
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UNDERWRITING
Subject to the terms and conditions specified in a distribution
agreement, dated June 23, 2000, and a terms agreement, dated February 2, 2001,
among us and the underwriters named below, we have agreed to sell to each of the
underwriters, and each of the underwriters severally has agreed to purchase from
us, the principal amount of Notes set forth opposite its name below. The
distribution agreement provides that the underwriters will be obligated to
purchase all of the Notes if any are purchased.
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
Banc of America Securities LLC............................ $110,000,000
Chase Securities Inc...................................... 40,000,000
Banc One Capital Markets, Inc............................. 25,000,000
Salomon Smith Barney Inc.................................. 25,000,000
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Total............................................ $200,000,000
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The underwriters propose to offer the Notes to the public at the public
offering price specified on the cover page of this pricing supplement and to the
dealers at that price less a concession of no more than .35% of the principal
amount of the Notes. The underwriters may allow, and the dealers may reallow, a
discount of no more than .30% of the principal amount of the Notes to other
dealers. The public offering price, concession and discount may be changed after
the offering of the Notes to the public.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
We estimate that our share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$100,000.
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