UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934February 22, 2010Date of report (Date of earliest event reported)PepsiAmericas, Inc.(Exact name of registrant as specified in its charter) STATES

Delaware	1-15019	13-6167838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

SECURITIES AND EXCHANGE COMMISSION

~~4000 RBC Plaza 60 South Sixth Street Minneapolis~~WASHINGTON, ~~Minnesota 55402 (Address of principal executive offices, including zip code)~~ DC 20549

FORM ~~(612) 661~~8-~~4000(Registrant’s telephone number, including area code)~~ K

CURRENT 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): REPORT

Pursuant ~~⊠ Written communications~~To ~~pursuant~~Section to13 ~~Rule~~or ~~425~~15(d) ~~under~~of the ~~Securities Act (17 CFR 230.425)~~

Securities ~~⃞ Soliciting material pursuant to Rule 14a-12 under the~~ Exchange Act ~~(17~~of ~~CFR 240.14a-12)~~ 1934

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Date of report (Date of earliest event reported): February 26, 2010

PepsiAmericas, Inc.
(Exact Name of Registrant as Specified in 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)

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

N/A
(Former Name or Former Address, if Changed Since Last Report)
__________________________

Check the ~~⃞ Pre~~appropriate box below if the Form 8-~~commencement communications~~K ~~pursuant~~filing is intended to ~~Rule~~simultaneously satisfy ~~13e-4(c)~~the ~~under~~filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of the following ~~240.13e-4~~provisions (~~c))~~see General Instruction A.2. below):

~~ITEM~~¨ 5Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.02425) ~~DEPARTURE~~¨ OFSoliciting ~~DIRECTORS~~material ORpursuant ~~CERTAIN~~to ~~OFFICERS;~~Rule ~~ELECTION~~14a-12 OFunder ~~DIRECTORS;~~the ~~APPOINTMENT~~Exchange OFAct ~~CERTAIN~~(17 ~~OFFICERS;~~CFR ~~COMPENSATORY~~240.14a-12) ~~ARRANGEMENTS~~¨ OFPre-commencement ~~CERTAIN~~communications ~~OFFICERS~~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))

Introductory (b) On February 22, 2010, Alexander H. Ware, Executive Vice President and Chief Financial Officer of PepsiAmericas, Inc. (the “Company”), notified the Company of his decision to leave the Company shortly after the closing of the Company’s merger with PepsiCo, Inc. (“PepsiCo”) occurs. Note

~~ITEM~~On February 826, 2010, pursuant to the terms of the Agreement and Plan of Merger dated as of August 3, 2009 among PepsiCo, Inc.01 ~~OTHER~~(“PepsiCo”), ~~EVENTS~~PepsiAmericas, Inc. (the “Company”) and Pepsi-Cola Metropolitan Bottling Company, Inc., a direct wholly-owned subsidiary of PepsiCo (“Metro”) (the “Merger Agreement”), the Company merged with and into Metro, with Metro continuing as the surviving corporation and a wholly-owned subsidiary of PepsiCo (the “Merger”).

OnItem ~~February~~3.01. ~~25,~~Notice ~~2010, the Company announced that the Federal Trade Commission (FTC) has granted early termination~~ of ~~the~~Delisting ~~waiting~~or ~~period under~~Failure ~~the~~to ~~Hart-Scott-Rodino~~Satisfy ~~Antitrust~~a ~~Improvements~~Continued ~~Act~~Listing ofRule ~~1976,~~or ~~as amended,~~Standard; ~~for~~Transfer ~~its previously announced agreement and plan~~ of ~~merger with PepsiCo~~Listing. ~~A copy of the press release is attached as Exhibit 99 hereto and is incorporated herein by reference.~~

In Onconnection ~~February~~with ~~22,~~the ~~2010,~~consummation ~~Anne~~of D.the ~~Sample~~Merger, ~~Executive~~the ~~Vice~~Company ~~President,~~notified ~~Human~~the New ~~Resources,~~York ~~and~~Stock ~~Jay~~Exchange S.(the ~~Hulbert,~~“NYSE”) ~~Executive~~on ~~Vice~~February ~~President~~26, ~~Worldwide~~2010 of ~~Supply~~such ~~Chain,~~consummation ~~notified~~and requested that the ~~Company~~NYSE file with the Securities and Exchange Commission a notification of ~~their~~removal ~~decisions~~from tolisting ~~leave~~on ~~the Company~~Form ~~shortly~~25 ~~after~~to report that the ~~closing~~shares of the Company’s ~~merger~~common ~~with~~stock ~~PepsiCo~~are no longer listed on the ~~occurs~~NYSE. The disclosure under Item 3.03 is incorporated herein by reference.

~~ITEM 9~~Item 3.0103. Material Modification ~~FINANCIAL~~to ~~STATEMENTS~~Rights ~~AND~~of ~~EXHIBITS~~Security Holders.

The ~~(d) See~~stockholders ~~“Exhibit~~of ~~Index.”~~the Company approved the adoption of the Merger Agreement at the Company’s Special Meeting of Stockholders held on February 17, 2010, and the Merger was consummated on February 26, 2010.

Under the terms of the Merger Agreement, each outstanding share of common stock of the Company not owned by Metro, PepsiCo or a subsidiary of PepsiCo or held by the Company as treasury stock (each, a “PAS Share”) was cancelled and converted into the right to receive, at the holder’s election, either 0.5022 shares of common stock of PepsiCo or $28.50 in cash, without interest, subject to proration provisions which provide that an aggregate 50% of such outstanding PAS Shares will be converted into the right to receive common stock of PepsiCo and an aggregate 50% of such outstanding PAS Shares will be converted into the right to receive cash. Each PAS Share held by Metro, PepsiCo or a subsidiary of PepsiCo was cancelled or converted to the right to receive 0.5022 shares of common stock of PepsiCo.

Upon the effective time of the Merger, holders of the Company’s common stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the merger consideration).

The foregoing summary of the Merger Agreement, and the transaction contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.2 to PepsiCo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2009 and incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, a change of control of the Company occurred, and the Company merged with and into Metro, with Metro continuing as the surviving corporation and a wholly-owned subsidiary of PepsiCo. The disclosure under Item 3.03 is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Agreements of Certain Officers.

As a result of the Merger, the officers and directors of Metro became the officers and directors of the surviving corporation as of the effective time of the Merger.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1	Agreement and Plan of Merger dated as of August 3, 2009 among PepsiCo, Inc., PepsiAmericas, Inc. and Pepsi-Cola Metropolitan Bottling Company, Inc. (incorporated by reference to Exhibit 2.2 of PepsiCo, Inc.’s Current Report on Form 8-K, filed on August 4, 2009).

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.

		PepsiAmericas, Inc.
			PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC. (successor to PepsiAmericas, Inc.)
Date:	~~February~~March 251, 2010	~~By:~~	~~/s/ Alexander H. Ware~~By:	/s/ Thomas H. Tamoney, Jr.
			Alexander H. Ware
				Name:	Thomas H. Tamoney, Jr.
			Executive Vice President
				Title:	Vice President and Secretary
			and Chief Financial Officer

~~EXHIBIT INDEX~~ 4

ExhibitNumber		Description
99		Press release dated February 25, 2010.

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Agreement and Plan of Merger dated as of August 3, 2009 among PepsiCo, Inc., PepsiAmericas, Inc. and Pepsi-Cola Metropolitan Bottling Company, Inc. (incorporated by reference to Exhibit 2.2 of PepsiCo, Inc.’s Current Report on Form 8-K, filed on August 4, 2009).

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