SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q
(Mark One)

/x/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 2001
                                     -------------

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from _______ to _______

                        Commission File Number 001-15019

                               PEPSIAMERICAS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          13-6167838
--------------------------------                     ----------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                      Identification Number)


3501 Algonquin Road, Rolling Meadows, Illinois                60008
----------------------------------------------              ----------
  (Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (847) 818-5000


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                        YES   /x/     NO   / /

As of July 28, 2001, the Registrant had 156,306,300 outstanding shares
(excluding treasury shares) of common stock, par value $0.01 per share, the
Registrant's only class of common stock.

<PAGE>
                                    CONTENTS

PART I   FINANCIAL INFORMATION
         Item 1.  Financial Statements
                    Condensed Consolidated Statements of Income               2
                    Condensed Consolidated Balance Sheets                     3
                    Condensed Consolidated Statements of Cash Flows           4
                    Notes to Condensed Consolidated Financial Statements      5
         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                      10
         Item 3.  Quantitative and Qualitative Disclosures About
                    Market Risk                                              16

PART II  OTHER INFORMATION
         Item 1.  Legal Proceedings                                          17
         Item 4.  Submission of Matters to a Vote of Security Holders        17
         Item 6.  Exhibits                                                   18

SIGNATURE                                                                    19

                                       1
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                              SECOND QUARTER 2001

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (unaudited and in millions, except per share data)
<TABLE>
<CAPTION>
                                                              Second Quarter                        First Half
                                                        ------------------------           -------------------------
                                                           2001           2000                2001            2000
                                                        ---------      ---------           ---------       ---------
<S>                                                     <C>            <C>                 <C>             <C>

Sales                                                   $   856.8      $   682.6           $ 1,562.2       $ 1,231.5
Cost of goods sold                                          513.8          403.5               942.1           723.2
                                                        ---------      ---------           ---------       ---------
   Gross profit                                             343.0          279.1               620.1           508.3
Selling, delivery and administrative expenses               237.2          189.7               459.5           371.2
Amortization expense                                         12.2           10.3                24.5            20.4
Special charges                                                --             --                 4.6              --
Gain on pension curtailment                                    --             --                (8.9)             --
                                                        ---------      ---------           ---------       ---------
   Operating income                                          93.6           79.1               140.4           116.7
Interest expense, net                                       (24.6)         (21.3)              (49.1)          (41.6)
Other (expense) income, net                                  (1.1)           0.9                 0.4             3.0
                                                        ---------      ---------           ---------       ---------
   Income before income taxes                                67.9           58.7                91.7            78.1
Income taxes                                                 32.5           28.1                43.5            37.3
                                                        ---------      ---------           ---------       ---------
   Income from continuing operations                         35.4           30.6                48.2            40.8
Income from discontinued operations, after taxes               --            8.9                  --             8.9
                                                        ---------      ---------           ---------       ---------
   Net income                                           $    35.4      $    39.5           $    48.2       $    49.7
                                                        =========      =========           =========       =========

Weighted average common shares:
   Basic                                                    156.3          136.4               156.1           137.2
   Incremental effect of stock options                        0.7            0.3                 0.8             0.4
                                                        ---------      ---------           ---------       ---------
     Diluted                                                157.0          136.7               156.9           137.6
                                                        =========      =========           =========       =========

Income per share - basic:
   Continuing operations                                $    0.23      $    0.22           $    0.31       $    0.30
   Discontinued operations                                     --           0.07                  --            0.06
                                                        ---------      ---------           ---------       ---------
     Net income                                         $    0.23      $    0.29           $    0.31       $    0.36
                                                        =========      =========           =========       =========

Income per share - diluted:
   Continuing operations                                $    0.23      $    0.22           $    0.31       $    0.30
   Discontinued operations                                     --           0.07                  --            0.06
                                                        ---------      ---------           ---------       ---------
     Net income                                         $    0.23      $    0.29           $    0.31       $    0.36
                                                        =========      =========           =========       =========

Cash dividends per share                                $      --      $      --           $    0.04       $    0.04
                                                        =========      =========           =========       =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                              SECOND QUARTER 2001

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in millions, except per share data)
<TABLE>
<CAPTION>


                                                                                 End of                End of
                                                                            Second Quarter          Fiscal Year
                                                                                  2001                  2000
                                                                              -----------           ----------
                                                                              (unaudited)
<S>                                                                           <C>                   <C>

ASSETS:
Current assets:
   Cash and equivalents                                                       $    100.7            $     51.2
   Receivables                                                                     246.6                 203.0
   Inventories                                                                     189.5                 164.0
   Other current assets                                                             69.3                  58.8
                                                                              ----------            ----------
     Total current assets                                                          606.1                 477.0
Property (at cost)                                                               1,712.7               1,646.8
Accumulated depreciation                                                          (697.0)               (642.1)
                                                                              ----------            ----------
   Net property                                                                  1,015.7               1,004.7
                                                                              ----------            ----------
Intangible assets, net                                                           1,723.3               1,740.7
Investments and other assets                                                       128.3                 113.2
                                                                              ----------            ----------
   Total assets                                                               $  3,473.4            $  3,335.6
                                                                              ==========            ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
   Short-term debt, including current maturities of long-term debt            $    331.6            $    513.3
   Payables                                                                        248.2                 199.1
   Other current liabilities                                                       158.9                 174.6
                                                                              ----------            ----------
     Total current liabilities                                                     738.7                 887.0
                                                                              ----------            ----------
Long-term debt                                                                   1,084.9                 860.1
Deferred income taxes                                                               66.6                  47.0
Other liabilities                                                                   81.0                  92.0
Shareholders' equity:
   Preferred stock ($0.01 par value, 12.5 million shares authorized;
     no shares issued)                                                                --                    --
   Common stock ($0.01 par value, 350 million shares authorized;
     167.3 million shares issued                                                 1,540.9               1,546.8
   Retained income                                                                 192.1                 151.6
   Accumulated other comprehensive loss:
     Cumulative translation adjustment                                             (29.8)                (30.3)
     Unrealized investment and hedging gains                                         4.9                   1.6
                                                                              ----------            ----------
       Accumulated other comprehensive loss                                        (24.9)                (28.7)
                                                                              ----------            ----------
   Treasury stock (11 million shares - 2001 and 11.7 million
     shares - 2000)                                                               (205.9)               (220.2)
                                                                              ----------            ----------
Total shareholders' equity                                                       1,502.2               1,449.5
                                                                              ----------            ----------
   Total liabilities and shareholders' equity                                 $  3,473.4            $  3,335.6
                                                                              ==========            ==========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                              SECOND QUARTER 2001

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (unaudited and in millions)
<TABLE>
<CAPTION>


                                                                                             First Half
                                                                                  --------------------------------
                                                                                      2001                 2000
                                                                                  ----------            ----------
<S>                                                                               <C>                   <C>

CASH FLOW FROM OPERATING ACTIVITIES:
Income from continuing operations                                                 $     48.2            $     40.8
Adjustments to reconcile to net cash provided by operating activities:
   Depreciation and amortization                                                        99.0                  81.4
   Deferred income taxes                                                                13.5                  (3.4)
   Gain on pension curtailment                                                          (8.9)                   --
   Gain on sale of franchises, net of tax                                                 --                  (1.4)
   Special charges                                                                       4.6                    --
   Cash outlays related to special charges                                             (15.6)                (11.1)
   Other                                                                                (3.5)                  0.3
Changes in assets and liabilities, exclusive of acquisitions and divestitures:
   Increase in receivables                                                             (44.2)                (43.5)
   Increase in inventories                                                             (27.7)                (15.3)
   Increase in payables                                                                 32.6                   8.9
   Net change in other assets and liabilities                                            7.0                  17.2
                                                                                  ----------            ----------
     Net cash provided by operating activities                                         105.0                  73.9
                                                                                  ----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Franchises and companies acquired, net of cash acquired                                 (5.1)                 (2.5)
Proceeds from sales of franchises, net of cash divested                                   --                   2.5
Capital investments, net of proceeds from asset sales                                  (90.2)                (87.6)
Proceeds from sales of investments                                                       1.9                    --
                                                                                  ----------            ----------
   Net cash used in investing activities                                               (93.4)                (87.6)
                                                                                  ----------            ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings of short-term debt                                        (182.3)                134.3
Proceeds from issuance of long-term debt                                               352.7                    --
Repayment of long-term debt                                                           (129.3)                (75.7)
Dividends                                                                               (6.2)                 (5.5)
Treasury stock purchases                                                                  --                 (35.7)
Issuance of common stock                                                                 8.4                   1.2
                                                                                  ----------            ----------
   Net cash provided by financing activities                                            43.3                  18.6
                                                                                  ----------            ----------

Net cash used in discontinued operations                                                (5.4)                (15.4)
Effects of exchange rate changes on cash and equivalents                                  --                  (0.3)
                                                                                  ----------            ----------
Change in cash and equivalents                                                          49.5                 (10.8)
Cash and equivalents at beginning of first half                                         51.2                 114.5
                                                                                  ----------            ----------
Cash and equivalents at end of first half                                         $    100.7            $    103.7
                                                                                  ==========            ==========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                              PEPSIAMERICAS, INC.
                                   FORM 10-Q
                              SECOND QUARTER 2001

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    The condensed consolidated financial statements included herein have been
      prepared by PepsiAmericas, Inc. (the "Company") without audit. Certain
      information and footnote disclosures normally included in financial
      statements prepared in accordance with accounting principles generally
      accepted in the United States have been condensed or omitted pursuant to
      the rules and regulations of the Securities and Exchange Commission,
      although the Company believes that the disclosures made are adequate to
      make the information presented not misleading. It is suggested that these
      condensed consolidated financial statements be read in conjunction with
      the financial statements and notes thereto included in the Company's
      Annual Report on Form 10-K for the fiscal year 2000. In the opinion of
      management, the information furnished herein reflects all adjustments
      (consisting only of normal, recurring adjustments) necessary for a fair
      statement of results for the interim periods presented.

2.    The Company manufactures, packages, sells and distributes carbonated and
      non-carbonated Pepsi-Cola beverages and a variety of other beverages in
      the United States, Central Europe and the Caribbean. The Company is the
      number-two anchor bottler in the Pepsi system and accounts for about 21
      percent of all Pepsi-Cola products sold in the United States. The Company
      operates in a significant portion of an 18 state region, primarily in the
      Central and Midwestern United States, and outside the United States the
      Company operates in the Central European and Caribbean markets in Poland,
      Hungary, the Czech Republic, Republic of Slovakia, Puerto Rico, Jamaica,
      Bahamas, and Trinidad and Tobago. The Company serves a total population of
      more than 117 million people, and its business is highly seasonal.
      PepsiCo, Inc. holds a 36.6 percent equity interest in the Company.

      The following presents sales and operating income of the Company's
      geographic segments for the second quarter and first half of 2001 and 2000
      (in millions):
<TABLE>
<CAPTION>

                                                  Second Quarter                           First Half
                                         --------------------------------      -------------------------------
                                              2001               2000              2001               2000
                                         -------------      ------------       ------------       ------------
      <S>                                <C>                <C>                <C>                <C>

      Sales:
        Domestic                         $       737.8      $      598.7       $    1,352.2       $    1,092.2
        International                            119.0              83.9              210.0              139.3
                                         -------------      ------------       ------------       ------------
          Total                          $       856.8      $      682.6       $    1,562.2       $    1,231.5
                                         =============      ============       ============       ============

      Operating income:
        Domestic                         $        95.0      $       76.7       $      154.2       $      126.5
        International                             (1.4)              2.4              (13.8)              (9.8)
                                         -------------      ------------       ------------       ------------
          Total                          $        93.6      $       79.1       $      140.4       $      116.7
                                         =============      ============       ============       ============
</TABLE>

      There were no material changes in total assets by geographic segment since
      fiscal year end 2000.

3.    The Company's fiscal year consists of 52 or 53 weeks ending on the
      Saturday closest to December 31; fiscal 2000 ended on December 30, 2000.
      The Company's second quarters of 2001 and 2000 were based on the thirteen
      weeks ended June 30, 2001 and July 1, 2000, respectively.

4.    On November 30, 2000, the former PepsiAmericas, Inc. (the "former PAS")
      merged into a wholly-owned subsidiary of Whitman Corporation. In January
      2001, Whitman Corporation changed its name to PepsiAmericas, Inc. This
      transaction is more fully described in the Company's 2000 Annual Report on
      Form 10-K.

                                       5
<PAGE>
      During the first quarter of 2001, the Company reached an agreement with
      Crescent Distributing, LLC ("Crescent"), a wholly-owned subsidiary of
      Poydras Street Investors LLC ("Poydras"). Under the agreement, the joint
      venture between the Company and Poydras was terminated with Crescent
      retaining sole ownership of the rights to the beer operations and related
      assets and the Company assuming sole ownership of the rights to the soft
      drink operations and related assets. The results derived from the beer
      operations were not material to the Company's overall business.

      The Company also acquired the Pepsi bottling operations in Trinidad and
      Tobago on December 29, 2000. This transaction was accounted for under the
      purchase method. Accordingly, the operating results have been included in
      the consolidated financial statements since the date of acquisition. The
      effect of this acquisition is not significant to the Company's operating
      results, and consideration paid was not significant.

      In the first quarter of 2000, the Company sold its operations in the
      Baltics. This sale resulted in a gain of $2.6 million ($1.4 million after
      taxes), which is reflected in "Other (expense) income, net" on the
      Condensed Consolidated Statements of Income.

      The pro forma condensed consolidated results of operations presented below
      for 2001 and 2000 assume the following:

      o  The territories and companies described above, with the exception of
         Trinidad and Tobago, were acquired or divested as of the beginning of
         fiscal 2000. Operating results for Trinidad and Tobago are only
         included from the date of acquisition.

      o  The after tax gain from the sale of the Baltics in 2000 was excluded.

      o  The special charges and pension curtailment gain recorded in the first
         quarter of 2001 were excluded, as well as other non-recurring items
         recorded by the Company and the former PAS.

      o  Interest expense has been adjusted to assume the interest rates in
         effect for both years for the Company would have been in effect for
         debt assumed from the former PAS business units.
<TABLE>
<CAPTION>

                                                  Second Quarter                           First Half
                                         ------------------------------        ------------------------------
                                              2001             2000                2001               2000
                                         ------------      ------------        ------------      ------------
                                                     (unaudited and in millions, except per share data)
      <S>                                <C>               <C>                 <C>               <C>

      Sales                              $      856.8      $      850.9        $    1,562.2      $    1,538.2
      Net income                                 35.4              31.9                45.6              39.5
      Net income per share-basic                 0.23              0.21                0.29              0.25
      Net income per share-diluted               0.23              0.20                0.29              0.25
</TABLE>

      The above pro forma results are for informational purposes only and may
      not be indicative of actual results that would have occurred had the
      transactions described taken place as of the beginning of fiscal 2000.

5.    The Company's comprehensive income is as follows:
<TABLE>
<CAPTION>

                                                              Second Quarter                 First Half
                                                        ------------------------     ------------------------
                                                            2001          2000           2001         2000
                                                        ----------    ----------     ----------    ----------
                                                                              (in millions)
      <S>                                               <C>           <C>            <C>           <C>

      Net income                                        $     35.4    $     39.5     $     48.2    $     49.7
      Foreign currency translation adjustment                  2.2          (4.2)           0.5          (8.3)
      Unrealized gains (losses) on investments and
        hedging contracts                                      3.8          (3.5)           3.3           4.9
                                                        ----------    ----------     ----------    ----------
        Comprehensive income                            $     41.4    $     31.8     $     52.0    $     46.3
                                                        ==========    ==========     ==========    ==========

</TABLE>

      Unrealized gains (losses) on investments and hedging contracts are
      presented net of tax expense (benefit) of $3.7 million, ($2) million, $3.2
      million and $3 million, respectively.

                                       6
<PAGE>
6.    Interest expense, net, is comprised of the following:
<TABLE>
<CAPTION>

                                                Second Quarter                    First Half
                                         --------------------------       --------------------------
                                            2001             2000            2001             2000
                                         ----------      ----------       ----------      ----------
                                                                (in millions)
      <S>                                <C>             <C>              <C>             <C>

      Interest expense                   $    (24.8)     $    (21.6)      $    (50.5)     $    (42.4)
      Interest income                           0.2             0.3              1.4             0.8
                                         ----------      ----------       ----------      ----------
        Interest expense, net            $    (24.6)     $    (21.3)      $    (49.1)     $    (41.6)
                                         ==========      ==========       ==========      ==========
</TABLE>

7.    Net cash provided by operating activities reflected cash payments and
      receipts for interest and income taxes as follows:

                                                          First Half
                                                ------------------------------
                                                    2001             2000
                                                ------------      ------------
                                                         (in millions)

      Interest paid                             $       42.6      $       43.4
      Interest received                                  0.6               0.7
      Income taxes paid, net of refunds                  7.4               5.9

8.    As of the end of the second quarter of 2001, the components of inventory
      were approximately 44 percent comprised of raw materials and supplies and
      56 percent comprised of finished goods, compared to 50 percent and 50
      percent, respectively, at fiscal year end 2000.

9.    In the first quarter of 2001, the Company recorded a special charge of
      $4.6 million ($2.8 million after taxes). The charge, related to further
      organization changes resulting from the transaction with the former PAS,
      was principally composed of severance and related benefits.

      In the fourth quarter of 2000, the Company recorded a special charge of
      $21.7 million ($13.2 million after taxes). The charge principally included
      severance payments and related benefits for employees affected by the
      integration of operations in connection with the acquisition of the former
      PAS and is more fully explained in the Company's 2000 Annual Report on
      Form 10-K.

      The following table summarizes activity associated with the special
      charges (in millions):

      Accrued liabilities as of fiscal year end 2000
         (all employee-related costs)                                  $   17.4
      Special charge (employee-related costs)                               4.6
      Acceleration of stock awards vesting                                 (1.2)
      Expenditures for employee-related costs                             (15.6)
                                                                       --------
      Accrued liabilities at the end of the second quarter of 2001     $    5.2
                                                                       ========

      The 2001 and 2000 charges affected approximately 55 employees, of which 6
      remain as of the end of the second quarter of 2001. The accrued
      liabilities remaining as of the end of the second quarter of 2001 are
      comprised of deferred severance payments and certain employee benefits.
      The Company expects to pay a significant portion of the $5.2 million of
      employee related costs, using cash from operations, during the next 12
      months; accordingly, such amounts are classified as other current
      liabilities.

                                       7
<PAGE>
10.   In connection with the integration of former Whitman Corporation and
      former PAS domestic benefit plans during the first quarter of 2001, the
      Company will freeze pension benefit accruals for all salaried and
      non-union employees effective December 31, 2001. Employees age 50 or older
      with 10 or more years of vesting service were grandfathered such that they
      will continue to accrue benefits after December 31, 2001 based on their
      final average pay as of December 31, 2001. As a result of the curtailment,
      the Company recognized a one-time curtailment gain of $8.9 million ($5.4
      million after taxes). The existing domestic salaried and non-union pension
      plans will be replaced by an additional Company contribution to the 401(K)
      plan.

11.   The Company uses aluminum swap contracts to hedge against volatility in
      future cash flows on anticipated aluminum can purchases, the prices of
      which are indexed to aluminum market prices. Realized gains and losses on
      aluminum hedge contracts are deferred until the related finished products
      are sold. See "Quantitative and Qualitative Disclosures About Market Risk
      - Commodity Prices." Effective at the beginning of fiscal 2001, the
      Company adopted Statement of Financial Accounting Standards ("SFAS") No.
      133, "Accounting for Derivative Instruments and Hedging Activities," as
      amended by SFAS Nos. 137 and 138. In connection with the adoption, the
      Company recognized an asset for the fair value of aluminum hedges of $1.4
      million and reclassified $0.4 million of previously deferred hedging
      losses to accumulated other comprehensive income. Accordingly, the impact
      of adopting SFAS No. 133, as amended, was an increase of $1 million in
      accumulated other comprehensive income, all of which will be reclassified
      into cost of goods sold during fiscal 2001.

      As of the end of the second quarter of 2001, the Company had deferred $2.3
      million of hedging losses in accumulated other comprehensive income, a
      majority of which will be reclassified into earnings during the next 12
      months. The Company has hedged a portion of its anticipated aluminum can
      purchases through the end of fiscal 2002.

12.   The Company continues to be subject to certain indemnification obligations
      under agreements with previously sold subsidiaries, including potential
      environmental liabilities. There is significant uncertainty in assessing
      the Company's share of the potential liability for such indemnification.
      The assessment and determination for cleanup at the various sites involved
      is inherently speculative during the early stages, and the Company's
      indemnification obligations for such costs is subject to various factors,
      including possible secondary insurance recoveries and the allocation of
      liabilities among many other potentially responsible and financially
      viable parties.

      At the end of the second quarter of 2001, the Company had accruals of
      $18.5 million to cover potential indemnification obligations, including $5
      million classified as current liabilities. Such amounts are determined
      using estimated undiscounted future cash requirements, and have not been
      reduced by potential future insurance recoveries. During the second
      quarter of 2000, a trust was established that will be used to satisfy a
      portion of the future indemnification obligations. No payments were made
      by the trust during the first half of 2001, and the trust held $34.1
      million as of the end of the second quarter of 2001.

      The estimated liabilities include expenses for the remediation of
      identified sites, payments to third parties for claims and expenses, and
      the expenses of on-going evaluations and litigation. The estimates are
      based upon the judgments of outside consultants and experts and their
      evaluations of the characteristics and parameters of the sites, including
      results from field inspections, test borings and water flows. The
      estimates are based upon the use of current technology and remediation
      techniques, and do not take into consideration any inflationary trends
      upon such claims or expenses, nor do they reflect the possible benefits of
      continuing improvements in remediation methods. The accruals also do not
      provide for any claims for environmental liabilities or other potential
      issues which may occur in the future.

                                       8
<PAGE>
      The Company has contingent liabilities from various pending claims and
      litigation on a number of matters, including indemnification claims under
      agreements with previously sold subsidiaries for product liability and
      toxic torts. The ultimate liability for these claims cannot be determined.
      In the opinion of management, based upon information currently available,
      the ultimate resolution of these claims and litigation, including
      potential environmental exposures, and considering amounts already
      accrued, should not have a material effect on the Company's financial
      condition, although amounts recorded in a given period could be material
      to the results of operations or cash flows for that period. Existing
      environmental liabilities associated with the Company's continuing
      operations are not material.

13.   Basic earnings per share are based upon the weighted-average number of
      common shares outstanding. Diluted earnings per share assume the exercise
      of all options which are dilutive, whether exercisable or not. The
      dilutive effects of stock options are measured under the treasury stock
      method.

      Options to purchase the following shares were not included in the
      computation of diluted EPS because the exercise price was greater than the
      average market price of the common shares during the related period:
<TABLE>
<CAPTION>

                                                    Second Quarter                           First Half
                                           -------------------------------        -------------------------------
                                                2001               2000                2001               2000
                                           ------------       ------------        ------------       ------------
      <S>                                  <C>                <C>                 <C>                <C>

      Shares under options outstanding        7,614,439          8,696,743           7,614,439          8,696,743
      Weighted-average exercise price
        per share                          $      18.88       $      17.28        $      18.88       $      17.28
</TABLE>

                                       9
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations.

                              RESULTS OF OPERATIONS
              2001 SECOND QUARTER COMPARED WITH 2000 SECOND QUARTER

      Due to the transaction with the former PAS completed in November 2000, the
Company believes that pro forma results provide a better indication of current
operating trends than reported results. Therefore, included within the following
discussion are explanations of both reported results and pro forma results.

      Pro forma operating results assume the merger with the former PAS occurred
at the beginning of 2000 and exclude the impact of special charges and other
non-recurring items recorded in both quarters. The Company's business is highly
seasonal; accordingly, the operating results of any individual quarter may not
be indicative of a full year's operating results.

      Sales for the second quarter of 2001 and 2000 were as follows (in
millions):
<TABLE>
<CAPTION>

                                           Reported                                   Pro Forma
                                    ---------------------     Percent           ---------------------      Percent
                                      2001         2000       Change              2001         2000        Change
                                    --------     --------     -------           --------     --------      ------
     <S>                            <C>          <C>            <C>             <C>          <C>            <C>

     Domestic                       $  737.8     $  598.7       23.2            $  737.8     $  728.3        1.3
     International                     119.0         83.9       41.8               119.0        122.6       (2.9)
                                    --------     --------                       --------     --------
       Total Sales                  $  856.8     $  682.6       25.5            $  856.8     $  850.9        0.7
                                    ========     ========                       ========     ========
</TABLE>

      On a reported basis, sales increased $174.2 million, or 25.5 percent, in
the second quarter of 2001 compared to the second quarter of 2000, primarily
reflecting sales contributed by the additional territories acquired from the
former PAS. The balance of the growth in sales resulted primarily from improved
pricing.

      On a pro forma basis, sales increased $5.9 million, or 0.7 percent. The
growth in sales included an increase in domestic sales of $9.5 million and a
decrease in international sales of $3.6 million. Excluding sales contributed in
2000 by the beer operations, which the Company divested in the first quarter of
2001, domestic sales increased $22.3 million, or 3.1 percent. The increase in
domestic sales resulted from improved pricing, with average revenue per unit up
3.2 percent, on essentially flat volume, up 0.1 percent. On an 8-ounce
equivalent case basis, domestic volume grew 0.6 percent, reflecting the
continued mix shift to the 20-ounce and 24-ounce polyethylene (PET) packages.
Although domestic volume was essentially flat, total Pepsi-Cola brands were
stronger, growing approximately one percent, led by the introduction of Mountain
Dew Code Red and Pepsi Twist in the second quarter of 2001, as well as Sierra
Mist, which was introduced in the fourth quarter of 2000, and continued strong
growth in Aquafina. The lower international sales were due primarily to
comparison with unusually strong volume growth in the second quarter of 2000, as
well as poor weather conditions in Central Europe. Excluding sales in Trinidad
and Tobago, territories acquired in December 2000, international sales were down
$6.1 million, or 5 percent. In the second quarter of 2001, net appreciation in
foreign currency exchange rates had a favorable impact on international sales of
approximately $1.6 million.

      The consolidated gross profit margin on a reported basis decreased to 40
percent of sales in the second quarter of 2001 compared with 40.9 percent of
sales in the second quarter of 2000. The domestic gross profit margin was higher
due to higher net selling prices and favorable mix changes, as well as lower
costs for packaging and ingredients other than concentrate, partially offset by
higher concentrate costs and the inclusion in 2001 of lower margin territories
of the former PAS. Beginning in 2001, the Company outsourced its procurement
function to PepsiCo. The international gross profit margin decreased due, in
part, to the underabsorption of overhead costs resulting from soft volumes in
Central Europe, partially offset by favorable impacts of foreign currency
exchange rates. A portion of the product costs in the international operations
is fixed in U.S. dollars and therefore was not unfavorably affected by net
currency appreciation.

                                       10
<PAGE>
      On a pro forma basis, and excluding prior year results from the divested
beer operations, the consolidated gross profit margin increased to 40 percent of
sales in the second quarter of 2001 from 39.8 percent in the second quarter of
2000. The domestic gross profit margin was higher due to higher net selling
prices and favorable mix changes, as well as lower costs for packaging and
ingredients other than concentrate, partially offset by higher concentrate
costs. The international gross profit margin was lower due primarily to the
underabsorption of overhead costs resulting from soft volumes in Central Europe.

      Reported selling, delivery and administrative ("SD&A") expenses
represented 27.7 percent of sales in the second quarter of 2001 compared with
27.8 percent in the second quarter of 2000. Domestic SD&A expenses as a percent
of sales were essentially flat, as the benefits of cost reduction efforts
initiated in the fourth quarter of 2000 were offset by higher integration costs
resulting from the territories acquired from the former PAS, along with higher
fuel and utilities costs and higher depreciation resulting from continued
capital investments. International SD&A expenses as a percent of sales were
lower than the prior year, reflecting the impact of the lower cost structure of
the Caribbean operations of the former PAS in the second quarter of 2001.

      On a pro forma basis, and excluding prior year results from the divested
beer operations, SD&A expenses as a percent of sales in the second quarter of
2001 were 27.7 percent compared to 27.6 percent in the second quarter of 2000.
Domestic and international SD&A costs as a percent of sales were essentially
flat. Domestically, the benefits of cost reduction efforts initiated in the
fourth quarter of 2000 were offset by the higher costs previously discussed.
Internationally, cost improvements and the benefits of volume growth in the
Caribbean, along with favorable impacts of net foreign currency appreciation,
were offset by the effects of soft volumes in Central Europe and the inclusion
in the second quarter of 2000 of favorable purchase accounting adjustments for
depreciation.

      As a result of the actions taken with respect to the merger with the
former PAS, which resulted in a special charge of $4.6 million ($2.8 million
after tax) recorded in the first quarter of 2001 and a special charge of $21.7
million ($13.2 million after tax) recorded in the fourth quarter of 2000, the
Company expects to realize annual savings of approximately $16 million,
primarily in 2002 and 2003. This includes reduced employee related costs in both
the existing territories and the territories of the former PAS and the benefits
of centralized procurement through PepsiCo. A portion of the charges recorded in
2000 and 2001 resulted from payments to former executives of the Company, which
will not result in future savings or benefits.

      Operating income for the second quarter of 2001 and 2000 was as follows
(in millions):
<TABLE>
<CAPTION>

                                           Reported                                   Pro Forma
                                    ----------------------     Percent          ---------------------      Percent
                                      2001         2000        Change             2001         2000        Change
                                    --------     --------      ------           --------     --------      ------
     <S>                            <C>          <C>            <C>             <C>          <C>             <C>

     Domestic                       $   95.0     $   76.7       23.9            $   95.0     $   88.8        7.0
     International                      (1.4)         2.4        *                  (1.4)         1.5        *
                                    --------     --------                       --------     --------
       Total Operating Income       $   93.6     $   79.1       18.3            $   93.6     $   90.3        3.7
                                    ========     ========                       ========     ========
</TABLE>

*  Not meaningful.

      In the second quarter of 2001, reported operating income increased $14.5
million, or 18.3 percent. Domestic reported operating income increased $18.3
million, or 23.9 percent, primarily due to the domestic operating income
contributed by the acquired territories. International markets incurred
operating losses of $1.4 million in the second quarter of 2001 compared to
operating income of $2.4 million in the previous year. This unfavorable
comparison was due to the lower volumes and the inclusion of $2.1 million of
favorable purchase accounting adjustments for depreciation in the second quarter
of 2000, as well as the addition in 2001 of operating losses of the Caribbean
territories acquired in the fourth quarter of 2000.

                                       11
<PAGE>
      On a pro forma basis, operating income increased $3.3 million, or 3.7
percent from the second quarter of 2000. Domestic operating income, excluding
2000 results from the divested beer operations, increased $6.7 million, or 7.6
percent due to improved pricing and lower costs for packaging and other
ingredients. The increase in domestic operating income was partially offset by
the operating loss incurred by the international operations. International
markets incurred losses of $1.4 million in the second quarter of 2001 compared
to operating income of $1.5 million last year. Operating income in 2000 included
favorable purchase accounting adjustments for depreciation of $2.1 million.
Absent these adjustments, international operating losses were $0.8 million
unfavorable to last year, primarily due to volume shortfalls and losses incurred
by Trinidad and Tobago.

      Net interest expense increased $3.3 million in the second quarter of 2001
to $24.6 million. This increase was principally due to the increase in the
average outstanding net debt resulting from the transaction with the former PAS.

      The Company reported other expense of $1.1 million in the second quarter
of 2001 compared to other income of $0.9 million reported in the second quarter
of 2000, which was not attributed to any one significant item.

                              RESULTS OF OPERATIONS
                  2001 FIRST HALF COMPARED WITH 2000 FIRST HALF

      Sales for the first half of 2001 and 2000 were as follows (in millions):
<TABLE>
<CAPTION>

                                           Reported                                  Pro Forma
                                    ---------------------      Percent          ---------------------      Percent
                                      2001         2000        Change             2001         2000        Change
                                    --------     --------      ------           --------     --------      ------
     <S>                            <C>          <C>            <C>             <C>          <C>            <C>

     Domestic                       $1,352.2     $1,092.2       23.8            $1,352.2     $1,327.8        1.8
     International                     210.0        139.3       50.8               210.0        210.4       (0.2)
                                    --------     --------                       --------     --------
       Total Sales                  $1,562.2     $1,231.5       26.9            $1,562.2     $1,538.2        1.6
                                    ========     ========                       ========     ========
</TABLE>

      On a reported basis, sales increased $330.7 million, or 26.9 percent, in
the first half of 2001 compared to the first half of 2000, primarily reflecting
sales contributed by the additional territories acquired from the former PAS.
The balance of the growth in sales resulted primarily from improved pricing.

      On a pro forma basis, sales increased $24 million, or 1.6 percent. The
growth in sales was driven domestically, with an increase of $24.4 million, or
1.8 percent. Excluding results of the Company's divested beer operations,
domestic sales increased $37.7 million, or 2.9 percent. The increase in domestic
sales resulted from improved pricing, with average net revenue per unit up 3.1
percent, on essentially flat volume, up 0.1 percent. On an 8-ounce equivalent
case basis, domestic volume grew one percent, reflecting the continued mix shift
to 20-ounce and 24-ounce PET packages. Although domestic volume grew only
slightly, total Pepsi-Cola brands were stronger, growing approximately one
percent, led by Sierra Mist, which was introduced in the fourth quarter of 2000
and second quarter 2001 introductions of Mountain Dew Code Red and Pepsi Twist,
as well as continued strong growth in Aquafina. The lower international sales
were due to comparison with unusually strong volume growth in the first half of
2000, particularly in the second quarter, as well as poor weather conditions in
Central Europe. Excluding sales in Trinidad and Tobago, territories acquired in
December 2000, international sales were down $5.2 million, or 2.5 percent. In
the first half of 2001, changes in foreign currency exchange rates did not have
a significant impact on international sales.

      The consolidated gross profit margin on a reported basis decreased to 39.7
percent of sales in the first half of 2001 compared with 41.3 percent of sales
in the first half of 2000. The domestic gross profit margin was lower due
primarily to the inclusion in 2001 of lower margin territories of the former
PAS. The international gross profit margin decreased due, in part, to the
underabsorption of overhead costs resulting from soft volumes in Central Europe.

                                       12
<PAGE>
      On a pro forma basis, and excluding results from the divested beer
operations, the consolidated gross profit margin decreased to 39.8 percent of
sales in the first half of 2001 from 40.1 percent in the first half of 2000. The
domestic gross profit margin was essentially flat, as increased concentrate
costs were offset by the benefits of higher net selling prices and favorable
mix, as well as lower costs for packaging and other ingredients. The
international gross profit margin was lower due to the underabsorption of
overhead costs resulting from weak volumes in Central Europe, partially offset
by improved margins in the Caribbean resulting from strong volume and pricing
improvements.

      Reported SD&A expenses represented 29.4 percent of sales in the first half
of 2001 compared with 30.1 percent in the first half of 2000. The decline in the
percentage of SD&A expenses is attributable to domestic cost reduction efforts
initiated in the fourth quarter of 2000, as well as the impact of the lower cost
structure of the Caribbean operations of the former PAS in the first half of
2001.

      On a pro forma basis, and excluding results from the divested beer
operations, SD&A expenses as a percent of sales in the first half of 2001 were
29.5 percent compared to 29.9 percent in the first half of 2000. Domestic SD&A
costs as a percent of sales were lower due to the aforementioned cost reduction
efforts, partially offset by higher fuel and utilities costs and higher
depreciation resulting from continued capital investments. International SD&A
costs as a percent of sales were lower due to cost improvements and the benefits
of volume growth in the Caribbean, partially offset by unfavorable comparisons
in Central Europe caused by weak volumes and the inclusion in the first half of
2000 of favorable purchase accounting adjustments for depreciation.

      Operating income for the first half of 2001 and 2000 was as follows (in
millions):
<TABLE>
<CAPTION>

                                           Reported                                  Pro Forma
                                    ---------------------      Percent          ---------------------      Percent
                                      2001         2000        Change             2001         2000        Change
                                    --------     --------      ------           --------     --------      ------
     <S>                            <C>          <C>           <C>              <C>          <C>            <C>

     Domestic                       $  154.2     $  126.5       21.9            $  149.9     $  143.3        4.6
     International                     (13.8)        (9.8)     (40.8)              (13.8)       (13.0)      (6.2)
                                    --------     --------                       --------     --------
       Total Operating Income       $  140.4     $  116.7       20.3            $  136.1     $  130.3        4.5
                                    ========     ========                       ========     ========
</TABLE>

      In the first half of 2001, reported operating income increased $23.7
million, or 20.3 percent. Included in the first half of 2001 were a special
charge of $4.6 million and a gain on pension curtailment of $8.9 million.
Excluding these non-recurring items, reported operating income increased $19.4
million, or 16.6 percent, primarily due to the domestic operating income
contributed by the acquired territories. Reported international operating losses
increased by $4 million due primarily to the addition in 2001 of operating
losses of the Caribbean territories acquired from the former PAS and the
inclusion in the first half of 2000 of $2.1 million of favorable purchase
accounting adjustments for depreciation.

      On a pro forma basis, operating income increased $5.8 million, or 4.5
percent from the first half of 2000. The improvement was primarily driven by a
$6.6 million improvement in domestic operating income, resulting from improved
pricing and cost reduction efforts initiated in the fourth quarter of 2000, as
well as the benefits of centralized procurement through PepsiCo, partially
offset by higher concentrate costs. Excluding the divested beer operations,
domestic operating income increased $7.2 million, or 5 percent. International
operating losses increased by $0.8 million, driven by the inclusion in the first
half of 2000 of $2.1 million of favorable purchase accounting adjustments for
depreciation, as well as weak volumes in Central Europe and the inclusion of
operating losses of Trinidad and Tobago in the first half of 2001, partially
offset by cost improvements and the benefits of volume growth in the Caribbean.

      Net interest expense increased $7.5 million in the first half of 2001 to
$49.1 million. This increase was principally due to the increase in the average
outstanding net debt resulting from the transaction with the former PAS.

                                       13
<PAGE>
      The Company reported other income of $0.4 million in the first half of
2001 compared to other income of $3 million reported in the first half of 2000.
Included in other income in the first half of 2000 is a gain of $2.6 million
resulting from the sale of the franchise operations in the Baltics. Absent this
gain, other income was unchanged from the first half of 2000.

                         LIQUIDITY AND CAPITAL RESOURCES

      Net cash provided by continuing operations increased by $31.1 million to
$105 million in the first half of 2001. This increase was primarily due to
operating cash flow provided by the domestic operations acquired from the former
PAS and improved operating cash flow in the existing domestic territories.

      Investing activities of $5.1 million in the first half of 2001 included
cash paid to acquire the minority partner's interest in the soft drink
operations in New Orleans, as well as payments related to the acquisition of
Trinidad and Tobago. The Company made capital investments of $90.2 million, net
of proceeds from asset sales, in its operations in the first half of 2001
compared with $87.6 million in the first half of 2000. This increase resulted
from capital spending in the acquired territories in 2001, partially offset by
reduced capital investments to support the Company's cold drink initiative,
reflecting the Company's focus on redeploying existing cold drink equipment,
along with a reduction in international spending. In addition, the Company is
expanding its refurbishment efforts by converting a production facility in Ft.
Wayne, Indiana to a refurbishment facility for cold drink equipment. Proceeds
from the sales of investments of $1.9 million in the first half of 2001 related
to miscellaneous land sales associated with the Company's non-operating real
estate subsidiaries.

      The Company's total debt increased $43.1 million to $1,416.5 million at
the end of the second quarter of 2001, from $1,373.4 million at the end of
fiscal 2000. During February and March 2001, the Company issued $200 million and
$150 million of notes with coupon rates of 5.95 percent due 2006 and 5.79
percent due 2013, respectively. The notes issued in March 2001 will be
remarketed in March 2003, at which time the notes will either be mandatorily
purchased and reissued by the underwriter or mandatorily redeemed by the
Company. Proceeds from these notes were used to repay outstanding commercial
paper. The Company repurchased no shares of its common stock in the first half
of 2001, but did repurchase three million shares for $35.7 million in the first
half of 2000. On August 1, 2001, the Company announced that it will resume
purchasing its common stock under a previously authorized repurchase program,
under which approximately 12 million shares remain available for repurchase. The
Company declared an annual dividend of four cents per share in the first quarter
of 2001, which was paid in the second quarter of 2001. This dividend rate was
unchanged from the annual dividend rate in 2000. The issuance of common stock
from treasury shares for the exercise of stock options resulted in cash inflows
of $8.4 million in the first half of 2001, compared to $1.2 million in the first
half of 2000.

      The Company has revolving credit agreements with maximum borrowings of
$750 million, which act as back-up for the Company's $750 million commercial
paper program; accordingly, the Company has a total of $750 million available
under the commercial paper program and revolving credit facilities combined.
Total commercial paper borrowings were $220 million at the end of the second
quarter of 2001. The Company believes that with its existing operating cash
flows, available lines of credit, and the potential for additional debt and
equity offerings, it will have sufficient resources to fund its future growth
and expansion.

                        RECENT ACCOUNTING PRONOUNCEMENTS

      In July 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires the purchase method of accounting to be used for
all business combinations initiated after June 30, 2001. The Company does not
expect SFAS No. 141 to impact its consolidated financial statements. SFAS No.
142 changes the accounting for goodwill from an amortization method to an
impairment-only approach. Goodwill and other intangible assets that have an
indefinite life will not be amortized, but rather will be tested for impairment
annually or whenever an event occurs indicating that the asset may be impaired.
The Company will adopt SFAS No. 142 effective the beginning of fiscal 2002 and
expects to cease amortization of substantially all intangible assets, which
principally represent franchise rights granted in perpetuity. The Company will
test its intangible assets for impairment in fiscal 2002, as required by SFAS
No. 142.

                                       14
<PAGE>
                           FORWARD-LOOKING STATEMENTS

      This quarterly report on Form 10-Q contains forward-looking statements of
expected future developments, as defined in the Private Securities Litigation
Reform Act of 1995. The forward-looking statements in this Form 10-Q refer to
the expectations regarding continuing operating improvement and other matters.
These forward-looking statements reflect management's expectations and are based
on currently available data; however, actual results are subject to future risks
and uncertainties, which could materially affect actual performance. Risks and
uncertainties that could adversely affect such future performance include, but
are not limited to, the following: competition, including product and pricing
pressures; changing trends in consumer tastes; changes in the Company's
relationship and/or support programs with PepsiCo and other brand owners; market
acceptance of new product offerings; weather conditions; cost and availability
of raw materials; availability of capital; labor and employee benefit costs;
unfavorable interest rate and currency fluctuations; costs of legal proceedings;
outcomes of environmental claims and litigation; and general economic, business
and political conditions in the countries and territories where the Company
operates.

      These events and uncertainties are difficult or impossible to predict
accurately and many are beyond the Company's control. The Company assumes no
obligation to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.

                                       15
<PAGE>
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

      The Company is subject to various market risks, including risks from
changes in commodity prices, interest rates and currency exchange rates.

COMMODITY PRICES

      The risk from commodity price changes relates to the Company's ability to
recover higher product costs through price increases to customers, which may be
limited due to the competitive pricing environment that exists in the soft drink
business. The Company uses swap contracts to hedge price fluctuations for a
portion of its aluminum requirements. Each contract hedges price fluctuations on
a portion of the Company's aluminum can requirements over a specified period of
time. Because of the high correlation between aluminum commodity prices and the
Company's contractual cost of aluminum cans, the Company considers these hedges
to be highly effective. As of the end of the second quarter of 2001, the Company
has hedged a portion of its future aluminum requirements through the end of
fiscal 2002.

INTEREST RATES

      In the first half of 2001, the risk from changes in interest rates was not
material to the Company's operations because a significant portion of the
Company's debt issues were fixed rate obligations. The Company's floating rate
exposure relates to changes in the six month LIBOR rate and the overnight
Federal Funds rate. Assuming consistent levels of floating rate debt with those
held at the end of the second quarter of 2001, a 50 basis point (0.5 percent)
change in each of these rates would have had an impact of approximately $0.6
million on the Company's interest expense in the first half of 2001. The Company
has from time to time used interest rate swaps and forward contracts to convert
fixed rate debt to floating rate debt and to lock interest rates on debt issues;
however, there were no such agreements outstanding at the end of the second
quarter of 2001. The Company had cash equivalents throughout the first half of
2001, principally invested in money market funds and commercial paper, which
were most closely tied to overnight Federal Funds rates. Assuming a change of 50
basis points in the rate of interest associated with the Company's cash
equivalents, interest income would not have changed by a significant amount.

CURRENCY EXCHANGE RATES

      Because the Company operates in international franchise territories, it is
subject to exposure resulting from changes in currency exchange rates. Currency
exchange rates are influenced by a variety of economic factors including local
inflation, growth, interest rates and governmental actions, as well as other
factors. The Company currently does not hedge the translation risks of
investments in its international operations. Any positive cash flows generated
by international operations have been reinvested in the operations, or used to
repay intercompany loans from the manufacturing operations in Poland.

      Based on sales, international operations represented approximately 13
percent of the Company's total operations in the first half of 2001. Changes in
currency exchange rates impact the translation of the results of certain
international operations from their local currencies into U.S. dollars. If the
currency exchange rates had changed by five percent in the first half of 2001,
the Company estimates the impact on reported operating income would have been
approximately $1 million. This estimate does not take into account the
possibility that rates can move in opposite directions and that gains in one
category may or may not be offset by losses from another category.

                                       16
<PAGE>
PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          From approximately 1945 to 1995, various entities owned and operated a
          hydraulic equipment facility which engaged in chrome plating in the
          City of Willits, California. The plant site is contaminated by various
          chemicals and metals. On August 23, 1999, an action entitled Donna M.
          Avila, et al. v. Willits Environmental Remediation Trust, Remco
          Hydraulics, Inc., M-C Industries, Inc., Pneumo Abex Corporation and
          Whitman Corporation, Case No. C99-3941 CAL, was filed in United States
          District Court for the Northern District of California. On January 16,
          2001, a second action, entitled Pamela Jo Alrich, et al. v. Willits
          Environmental Remediation Trust, et al., Case No. C 01 0266 SI,
          against essentially the same defendants was filed in the same court.
          In the two actions, individual plaintiffs claim that the Company is
          liable for personal injury and/or property damage resulting from
          environmental contamination at the facility. In July 2001, plaintiffs'
          counsel asserted that hundreds of additional plaintiffs may be added
          to the actions. To date, there are approximately 500 plaintiffs in the
          actions seeking an unspecified amount of damages, punitive damages,
          injunctive relief and medical monitoring damages from the Company. In
          August 2001, the Company filed a motion to dismiss the amended
          complaints filed in these lawsuits. The Company is actively defending
          the actions. At this time, the Company does not believe these actions
          are material to the business or financial condition of the Company,
          although the outcome of the actions cannot be predicted with
          certainty.

Item 4.   Submission of Matters to a Vote of Security Holders.

    (a)   May 3, 2001 Annual Meeting of Shareholders.

    (b)   Election of Directors

          The following persons were elected at the Annual Meeting of
          Shareholders held on May 3, 2001 to serve as directors for the ensuing
          year:

              Herbert M. Baum                        Jarobin Gilbert, Jr.
              Richard G. Cline                       Victoria B. Jackson
              Pierre S. du Pont                      Matthew M. McKenna
              Archie R. Dykes                        Robert C. Pohlad
              Charles W. Gaillard                    Robert F. Sharpe, Jr.

     (c)   Matters Voted Upon

           Proposal 1:  Election of Directors

           The following votes were recorded with respect thereto:

                                          Votes For             Votes Withheld
                                         -----------            --------------

           Herbert M. Baum               143,717,731               1,011,254
           Richard G. Cline              143,750,278                 978,707
           Pierre S. du Pont             143,719,022               1,009,963
           Archie R. Dykes               143,743,404                 985,581
           Charles W. Gaillard           143,570,632               1,158,353
           Jarobin Gilbert, Jr.          143,752,031                 976,954
           Victoria B. Jackson           143,569,569               1,159,416
           Matthew M. McKenna            143,780,372                 948,613
           Robert C. Pohlad              143,780,372                 948,613
           Robert F. Sharpe, Jr.         143,620,775               1,108,210

                                       17
<PAGE>
Item 6.    Exhibits.

    (a)    Exhibits.

           12.  Statement of Calculation of Ratio of Earnings to Fixed Charges.

    (b)    Reports on Form 8-K.

           None

                                       18
<PAGE>
                                    SIGNATURE

      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 thereunto duly authorized.



                                                       PEPSIAMERICAS, INC.


Date: August 14, 2001           By:  /s/ G. MICHAEL DURKIN, JR.
      ---------------                -----------------------------------------
                                     G. Michael Durkin, Jr.
                                     Senior Vice President and Chief Financial
                                       Officer
                                     (As Chief Accounting Officer and Duly
                                     Authorized Officer of PepsiAmericas, Inc.)

                                       19