UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934February 1722, 2010Date of report (Date of earliest event reported)PepsiAmericas, Inc.(Exact name of registrant as specified in its charter)

Delaware

1-15019

13-6167838

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4000 RBC Plaza

60 South Sixth Street

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

(612) 661-4000
(Registrant’s telephone number, including area code)

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):

⊠ 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 85.0102 ~~OTHER~~DEPARTURE ~~EVENTS~~OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b) On February 1722, 2010, ~~PepsiAmericas,~~Alexander ~~Inc~~H. ~~(the~~Ware, ~~“Company”)~~Executive ~~announced that~~Vice ~~its~~President ~~stockholders~~and ~~adopted~~Chief ~~the~~Financial ~~Agreement~~Officer ~~and Plan~~ of ~~Merger~~PepsiAmericas, ~~dated~~Inc. ~~as of~~(the ~~August 3~~“Company”), ~~2009,~~notified ~~among~~ the Company, ~~PepsiCo,~~of ~~Inc.,~~his ~~and~~decision ~~Pepsi-Cola Metropolitan~~to ~~Bottling~~leave the Company, shortly ~~Inc.,~~after at the ~~special~~closing ~~meeting~~ of the Company’s ~~stockholders~~merger ~~held~~with ~~February 17~~PepsiCo, ~~2010~~Inc. (“PepsiCo”) occurs.

AITEM ~~copy~~8.01 ofOTHER ~~the press release is attached as Exhibit 99 hereto and is incorporated herein by reference~~EVENTS.

~~ITEM~~ On 9February 25, 2010, the Company announced that the Federal Trade Commission (FTC) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for its previously announced agreement and plan of merger with PepsiCo.01 A ~~FINANCIAL~~copy ~~STATEMENTS~~of ~~AND~~the ~~EXHIBITS~~press release is attached as Exhibit 99 hereto and is incorporated herein by reference.

~~(d) See~~On ~~“Exhibit~~February ~~Index~~22, 2010, Anne D.” Sample, Executive Vice President, Human Resources, and Jay S. Hulbert, Executive Vice President, Worldwide Supply Chain, notified the Company of their decisions to leave the Company shortly after the closing of the Company’s merger with PepsiCo occurs.

~~SIGNATURES~~ ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

~~Pursuant~~(d) See ~~to the~~“Exhibit ~~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~~Index.”

		PepsiAmericas, Inc.
Date:	February 17, 2010	By:	/s/ Alexander H. Ware
			Alexander H. Ware
			Executive Vice President and
			Chief Financial Officer

SIGNATURES

~~EXHIBIT~~Pursuant to ~~INDEX~~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.

ExhibitNumber	Description
		PepsiAmericas, Inc.
99	Press release dated February 17, 2010.
Date:	February 25, 2010	By:	/s/ Alexander H. Ware
			Alexander H. Ware
			Executive Vice President
			and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

99		Press release dated February 25, 2010.

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