SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

~~August~~November 1413, 2001(~~August~~November 27, 2001) ____________________________________ Date of Report (Date of earliest event reported)

Stokely-Van Camp, Inc.
_______________________________________
(Exact name of registrant as specified in its charter)

Indiana
__________________________________
(State or other jurisdiction of incorporation)

1-2944
(Commission File Number)

35-0690290
(IRS Employer Identification No.)

Quaker Tower, P.O. Box 049001, Chicago, Illinois 60606-9001

_____________________________________
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (312) 222-7111

Item 15. ~~Changes~~Other inEvents ~~Control of Registrant~~ On ~~December~~November 27, ~~2000~~2001, ~~Quaker,~~the ~~PepsiCo,~~Board ~~Inc. (PepsiCo) and BeverageCo, Inc., a direct wholly-owned subsidiary~~ of ~~PepsiCo,~~Directors ~~entered into an Agreement and Plan~~ of ~~Merger,~~Stokely-Van ~~which was amended on March 15~~Camp, ~~2001~~Inc. (~~the merger agreement~~“Stokely”). Onauthorized ~~August~~management 1,to ~~2001,~~call ~~Quaker~~its ~~and~~5% ~~PepsiCo~~Cumulative ~~received~~Prior ~~unconditional~~Preference ~~clearance~~Stock ~~from the U.S. Federal Trade Commission to merge~~ and ~~the~~its ~~merger~~Cumulative ~~was~~Convertible ~~finalized~~Second onPreferred ~~August~~Stock 2,(collectively ~~2001.~~“Preferred ~~Pursuant~~Stock”) tofor ~~the~~redemption ~~merger~~in ~~agreement~~accordance ~~and~~with ~~subject~~their torespective ~~the~~ terms ~~and conditions set forth therein, BeverageCo, Inc~~. ~~was~~This ~~merged~~does ~~with~~not ~~and~~constitute ~~into~~a ~~Quaker,~~notice ~~with Quaker being the surviving corporation~~ of ~~that~~redemption ~~merger.~~and Asno adate ~~result~~has ofyet ~~the~~been ~~merger,Quaker~~fixed isfor asuch ~~wholly-owned subsidiary of PepsiCo~~redemption. ~~Stokely~~Management is ~~therefore~~moving anforward ~~indirect wholly-owned subsidiary of PepsiCo~~ and ~~Stokely~~finalizing ~~stock~~its isplans ~~not~~for ~~affected by~~ the ~~merger~~redemption. ~~The~~However, ~~merger~~there ~~has~~can ~~been~~be ~~structured~~no assurance as ato ~~stock-for-stock~~whether ~~tax-free reorganization~~ and/or iswhen ~~intended~~management towill ~~qualify~~call asthe aPreferred ~~pooling~~Stock ~~of interests business combination~~ for ~~accounting purposes~~redemption.

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.

Date: ~~August~~November 1413, 2001 Stokely-Van Camp, Inc.

By: /S/ ~~JOHN G~~W. ~~JARTZ~~TIMOTHY ~~John~~HEAVISIDE GW. ~~Jartz~~Timothy Heaviside Vice President ~~and Corporate Secretary~~

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