In a step to ensure that its planned merger with The Quaker Oats Company qualifies for “pooling of interests” accounting treatment, PepsiCo, Inc. announced today that it agreed to sell 13.2 million shares of its Capital Stock in an offering underwritten by Merrill Lynch & Co.

The offering, which was marketed today, is expected to close on April 16, 2001.

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PepsiCo said it does not expect to sell additional shares of its Capital Stock in order to achieve the pooling of interests accounting treatment.

This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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