EXHIBIT 4.1



 EXHIBIT 4.1


	
Retirement Savings and Investment Plan

For Union Employees of Tropicana Products, Inc.

And Affiliates (Teamsters Local Union #173)






	
	
	 	This Prospectus relates to
interests in the Retirement Savings and Investment Plan For Union Employees of
Tropicana Products, Inc. and Affiliates (Teamsters Local Union #173). This
Prospectus contains information about the Plan and the investment alternatives
available to Plan participants, including information regarding:


     •             Eligibility and Participation

     •             Contributions to the Plan

     •             Investment Options

     •             Withdrawals and Distributions

		
Plan Investment Options


•     Dreyfus Cash Management Plus, Inc.

•     Dreyfus-Certus Stable Value Fund

•     Dreyfus A Bonds Plus, Inc.

•     Dreyfus BASIC S&P 500 Stock Index

       Fund

•     Dreyfus Disciplined Stock Fund

•     Warburg Pincus Emerging Growth Fund

•     PepsiCo, Inc. Capital Stock Fund


       PepsiCo, Inc. Capital Stock


       •     New York Stock Exchange

       •     Trading Symbol:   PEP

       •     Par value:  1-2/3 cents per  share

       •     80,000 shares







While some investment
options offered under the Plan present less risk of loss than others, all of the
available investment options are subject to fluctuations in the market and
interest rates, and there is no guarantee of future performance. Prior to
investing in the Plan, you should carefully review the
entire Prospectus and you should carefully consider the risk factors presented
on page 22. 


Neither the U.S.
Securities and Exchange Commission nor any state or local securities commission
has approved or passed upon the adequacy or accuracy of the Prospectus. Any
representation to the contrary is a criminal offense. 


This document constitutes
part of a prospectus covering securities that have been registered under the
Securities Act of 1933. 






 July 1, 2001




Table of Contents


	 	General Information
	 	Summary of the 401(k) Plan
	 	Overview
	 	Dreyfus Services
	 	Eligibility and Participation
	 	Contributions
	 		Pre-tax Contributions
	 		After-tax Contributions
	 		Whole Percentages
	 		Changing Your Election
	 		Limit on Contributions of Highly Compensated Participants
	 		Vesting of Contributions
	 		Rollover Contributions
	 		Trust
	 		Investment Direction
	 		Effect of Participant Contributions on Social Security
	 	Participant Accounts
	 	Investment Options
	 		The PepsiCo Capital Stock Fund
	 		Dreyfus Cash Management Plus, Inc.
	 		Dreyfus-Certus Stable Value Fund
	 		Dreyfus A Bonds Plus, Inc.
	 		Dreyfus Disciplined Stock Fund
	 		Dreyfus BASIC S&P 500 Stock Index Fund
	 		Warburg Pincus Emerging Growth Fund
	 	Investment Performance
	 	Risk Associated with Investing
	 	Transferring Assets Between Funds
	 	Withdrawals Prior to Termination of Employment
	 		Regular Withdrawals
	 		Age 59-1/2 Withdrawal
	 		Hardship Withdrawals
	 		Procedures
	 	Distributions Upon Death, Total and Permanent Disability, Retirement or
Termination of Employment
	 		In the Event of a Participant's Death
	 		In the Event of a Participant's Total and Permanent Disability
	 		Form of Distribution
	 		Accounts under $5,000
	 		Minimum Required Distributions after Age 70-1/2
	 		Unlocatable Participants
	 	Rollover Contributions into the Plan
	 	Rollover from the Plan
	 		Eligible Rollover Distribution
	 		Withholding on Eligible Rollover Distributions
	 		Direct Rollover
	 		Rollovers That Are Not Direct Rollovers
	 	Reports
	 	Federal Income Tax Effects
	 		Exclusion from Taxable Income
	 		Maximum Annual Limit
	 		Taxation of Distributions and Withdrawals
	 		Withholding on Distributions and Withdrawals
	 		Special Averaging Rules
	 		Rolling Over a Distribution
	 		Special Excise Taxes
	 	Expenses
	 	Assignment of Interest
	 	Liens
	 	Amendment and Termination
	 	Experts
	 	ERISA Regulation of the Plan
	 	Documents Incorporated by Reference
	 	Additional Information
	 	This Summary Plan Description
	 	Executive Offices
	 	Plan Sponsor
	 	Plan Sponsor's Employer Identification Number
	 	Plan Number
	 	Plan Administrator
	 	The Trustee
	 	Agent for Service of Legal Process
	 	Plan Fiduciaries
	 	Plan Year
	 	Type of Plan
	 	Type of Administration
	 	404(c) Compliance
	 	Future of the Plan
	 	Qualified Domestic Relations Orders
	 	Claim for Benefits
	 	Filing a Claim
	 	Denial of a Claim
	 	Review of the Denial
	 	Extension of the 90-Day and 60-Day Deadlines
	 	Authority to Interpret the Plan
	 	Statement of ERISA Rights



General
Information



Tropicana Products, Inc. —  Tropicana Products, Inc.
(“Tropicana”), its divisions, direct and indirect subsidiaries and
affiliates (collectively, the “Company”) is engaged in the beverage
and juice business globally. Its principal executive offices are located at 1001
13th Avenue East, Bradenton, FL 34208. Its general telephone number
is (941) 747-4461.


The Retirement Savings
and Investment Plan For Union Employees of Tropicana Products, Inc. and
Affiliates (Teamsters Local Union #173) — This Prospectus describes the
Retirement Savings and Investment Plan For Union Employees of Tropicana
Products, Inc. and Affiliates (Teamsters Local Union #173) (the “Plan”
or the “401(k) Plan”) as in effect on July 1, 2001. The Plan is
subject to certain provisions of the Employee Retirement Income Security Act of
1974, as amended. 


This Prospectus —
Information about the Plan and PepsiCo Capital Stock is provided in this
Prospectus, documents incorporated by reference in this Prospectus and in any
prospectus supplement.  Tropicana has not authorized anyone to provide you
with different information. Tropicana is not making an offer to sell
participation interests under the Plan or stock in any state or country where
the offer is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date after July 1, 2001. 


Plan Document and
Inquiries — The following summary of certain provisions of the Plan
does not purport to be complete. It is qualified in its entirety by reference to
the text of the official Plan document. To request a copy of the Plan document
and for additional information about the Plan, please contact: 


	
   Tropicana Benefits Dept.

   Tropicana Products, Inc.

   1001 13th Avenue East

   Bradenton, FL  34208

   (941) 747-4461








SUMMARY OF
THE 401(k) PLAN


	•	
ELIGIBILITY FOR PARTICIPATION:  You are eligible to make pre-tax and
after-tax contributions if you are employed by the Company and covered by the
collective bargaining agreement between the Company and the International
Brotherhood of Teamsters Local No. 173. If you are an Eligible Employee, you
will be eligible to participate in the Plan as of the first day of the month
following your completion of one month of service and the first day of every
month thereafter.


	•	
INCOME TAX CONSEQUENCES: Pre-tax contributions (and related earnings)
and earnings on after-tax contributions will not be subject to federal income
tax until paid out to you.


	•	
ALLOWABLE CONTRIBUTIONS TO THE 401(k) PLAN: You can make aggregate
pre-tax and after-tax contributions up to 17% of your annual salary. Pre-tax
contributions also are subject to a dollar limit of $10,500 for 2001.
Furthermore, if you participate in this Plan and another plan the Company
sponsors, you may be subject to further limitations. In accordance with IRS
rules, highly compensated employees may be subject to other restrictions on
their contributions.


	•	
HOW TO CONTRIBUTE: You have the opportunity once each payroll period to
modify your contributions. You may terminate your contribution elections at any
time. Elections and changes to your elections take effect as soon as
administratively practical.


	•	
INVESTMENT OPTIONS: You will have several alternatives to choose among
for investment of your contributions, and you generally can change your
investments based on the procedures described in the Transferring Assets Between
Funds section of this Prospectus. If and when your investment goals change, you
may, on a daily basis, transfer part or all of your existing account balance in
an investment option to one or more of the other available options and/or change
the way that future contributions to your account are invested. Your
contributions are funded, but investment results are not guaranteed. You will be
given account statements quarterly.


	•	
WITHDRAWALS: Contributions to the 401(k) Plan can be withdrawn after
you reach age 59-1/2, or earlier for financial hardship, disability, death or
retirement. Upon employment termination, you will be able to make a distribution
election as to how you want your money distributed (e.g., you may have your
account rolled over to an IRA or another qualified defined contribution plan).
However, your account automatically will be distributed to you if it does not
exceed $5,000 and you do not make a distribution election within the timeframe
set up by the Plan Administrator. In addition, distribution of larger accounts
must begin when you reach age 70 1⁄2 and have terminated employment.



	•	
ADMINISTRATION: The Plan is administered by a Plan Administrator. Your
Employer has appointed a Benefits Committee (the “Committee”) to
administer the Plan on a day to day basis (the “Plan Administrator”).
While administration of the entire benefits program is the responsibility of the
Plan Administrator, the Plan Administrator has delegated certain aspects of the
Plan’s administration to Dreyfus Retirement Services, which we will refer
to as “Dreyfus”.


	•	
AMENDMENT: Subject to the terms of any applicable Collective Bargaining
Agreement, Tropicana reserves the right to amend and/or terminate the Plan at
any time. No amendment will reduce your account, although investment
fluctuations and losses are possible. 






		
Because this is a
summary of the Plan, it does not contain all of the information that may be
important to you. You should carefully review the entire Prospectus (and other
documents referred to in this Prospectus) and request the Plan document if you
have questions. In addition, you may also request a copy of the collective
bargaining agreement.





Overview


Eligible participants are
allowed to make pre-tax and after-tax contributions to the 401(k) Plan. By
making pre-tax contributions to the 401(k) Plan, you can reduce your current
income taxes and enjoy tax-deferred investment returns on the amount you
contribute. After-tax contributions allow you to defer tax on the investment
returns of those contributed amounts. To provide these tax advantages, the
401(k) Plan is subject to a variety of IRS restrictions on its operation,
including restrictions on the elections you can make and access to your savings. 


The 401(k) Plan is an
individual account plan under which a participant’s benefit is based on the
amounts contributed by the participant (and deposited on his or her behalf to
the Plan by the participant’s employer), as well as expenses, gains and
losses which may be allocated to the participant’s account. (These accounts
are referred to as “Participant Accounts.”) 


The purpose of the 401(k)
Plan is to allow eligible employees to save regularly a part of their earnings
on a pre-tax and/or after-tax basis and to help them accumulate an additional
source of financial security primarily for retirement. 


Before you elect to
make any contributions to the 401(k) Plan, you should read this PROSPECTUS
carefully and discuss your personal situation with your tax and/or financial
advisor. In addition to reading the information within this document you should
also read the current individual fund prospectuses. You can obtain updated
individual fund prospectuses by contacting Dreyfus at (888) 401-LION. 


Dreyfus
Services


You can enroll, obtain your
account balance, change the investment of future contributions, change the
investment of your existing account or arrange a withdrawal or distribution by
contacting Dreyfus at (888) 401-LION. Dreyfus will provide you with a personal
identification number (“PIN”) for use with Dreyfus’ toll free
number. Dreyfus’ toll free number is available 24 hours a day, although
there is a system’s maintenance period over the weekend when some phone
services may not be available. If you lose your PIN you may call Dreyfus to
request a new one. The above mentioned transactions can also be done on the
Dreyfus internet site - drs.dreyfus.com. 




Eligibility
and Participation


To be eligible to participate in the Plan (an "Eligible Employee") you must be an employee of Tropicana Products, Inc. who is covered
by the collective bargaining agreement between Tropicana Products, Inc. and the International Brotherhood of Teamsters Local No. 173.


You are NOT eligible to participate in the Plan if you are:


	•	
not covered by the collective bargaining agreement between the Company and the International Brotherhood of Teamsters Local
No. 173;
	•	not an employee of Tropicana Products, Inc.; or
	•	a leased employee.



If you are an Eligible
Employee, you will be eligible to participate in the Plan as of the first day of
the month following your completion of one month of Service and the first day of
every month thereafter. 


If you are an Eligible
Employee, you can participate in the Plan and become a “Participant”
by contacting Dreyfus, enrolling by designating a portion of your salary to be
contributed to the Plan, and indicating the manner in which you would like those
amounts to be invested. A record will be created of your enrollment and
authorization of contributions to the Plan. You will be sent a printed
confirmation. 


Your
“Compensation” for purposes of the Plan refers to all of your wages
and other payments reported for you on Form W-2. Such Compensation has been
actually paid to you during the Plan Year. 


Compensation shall include
contributions made by your Employer pursuant to a salary reduction agreement
with you, which are not included in your gross income. Bonuses, overtime,
commissions, grievance pay, incentive award, start up, on call pay, and personal
pay are included in the definition of Compensation. Compensation shall be
reduced by worker’s compensation accrual, reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation and welfare
benefits paid by your Employer. 


For Plan Years beginning on
or after January 1, 2000, the annual Compensation of each participant taken into
account for determining all benefits provided under the Plan for any Plan Year
shall not exceed $170,000, as adjusted for increases in the cost-of-living in
accordance with Section 415(d) of the Internal Revenue Code. 


Participation through
contributions is voluntary. Your participation will be effective in accordance
with the elections indicated on the current records of the Plan. Therefore, you
do not need to make a new election each year in order to continue active
participation. In addition, your contributions in the Plan will continue to be
invested in accordance with your previous choices until you change them. 


As a Participant, you can
continue to make contributions to the Plan as described in the next section
until your termination of employment or long-term disability. Your ability to
make contributions will also terminate if you no longer meet the criteria for
being an Eligible Employee (which could happen, for example, if you transfer to
an ineligible group of employees). You can resume contributions after rehire or
transfer to an eligible group, provided you update the required contribution
election information. (If you have a break in service before satisfying the
service requirements for eligibility, however, you will need to meet those
requirements before you can participate.) 


Contributions


This section describes the
contributions that are available under the Plan. In all cases, any rules and
regulations established by the Plan Administrator will govern your contributions
and your ability to contribute. 


Pre-Tax Contributions

As a Participant, you may elect to contribute to the Plan on a pre-tax basis up to 17% of your salary, taking into account any
after-tax contributions you make for purposes of this limit.


	 	
For
example, you could contribute 17% in pre-tax contributions, or 10% in pre-tax
contributions and 7% in after-tax  contributions, but if you contribute
17% in after-tax contributions you cannot make any pre-tax contributions.





The maximum dollar amount
of pre-tax contributions to the Plan is $10,500 in 2001. This dollar amount is
subject to change annually in accordance with federal law and the rules of the
Plan. Special lower contribution limits may apply to Participants who are
considered highly compensated. (See “Limit on Contributions of Highly
Compensated Participants.”) 


When you make a pre-tax
contribution election, the salary you contribute is deducted from your current
earnings before calculation of federal income taxes and, in most areas, state
and local income taxes. In effect, by making a contribution election you reduce
your taxable income and, therefore, the current income taxes you pay. (See
“Federal Income Tax Effects.”) 


After-Tax Contributions

As a Participant, you may contribute on an after-tax basis up to 17% of your salary, taking into account any pre-tax contributions
you make for purposes of this limit.


	 	
For example, you could contribute 17% in after-tax contributions, or 7% in pre-tax contributions and 10% in
         after-tax contributions, but if you contribute 17% in pre-tax contributions you cannot make any after-tax
         contributions.





Special lower contribution limits may apply to Participants who are considered highly compensated.  (See "Limit on Contributions of
Highly Compensated Participants.")


Whole Percentages

You must make your election
for pre-tax contributions and after-tax contributions only in whole percentages
of salary. 


Changing Your Election

You may terminate your
contributions to the Plan at any time. You will be given the chance once each
payroll period to modify the percentage of your contribution. Contact Dreyfus to
authorize the change. Any election changes are not retroactive. 


Your contribution election
will be effective as soon as administratively practical. Your contribution
election will remain in effect until you make a subsequent election that becomes
effective, or until you cease to be an Eligible Employee. 


Limit on Contributions of Highly Compensated Participants

Federal law requires that
Tropicana perform tests each year to ensure that the average contribution rates
elected by highly compensated Participants are not more than a specified
multiple of the average contribution rates elected by Participants who are not
highly compensated. To permit the Plan to meet this test, the Plan Administrator
may apply lower contribution limits to Participants who are considered highly
compensated employees for the year. Participants are generally classified as
highly compensated for a calendar year based on their compensation in the prior
calendar year. For example, in 2001, a Participant is considered highly
compensated if his Compensation in the prior calendar year was more than
$85,000. This determination is made in accordance with Internal Revenue Service
rules and is subject to change.


If testing determines that
the pre-tax and/or after-tax contributions elected by highly compensated
Participants are too high for a year, their elections will be reduced
automatically, as necessary, and the affected Participants notified. As a
result, highly compensated Participants may not be able to increase their
contributions during the year. If the automatic reductions in contributions are
insufficient to pass the test, federal law requires that the Plan refund to
highly compensated Participants so much of their contributions and earnings as
is necessary to meet the tests. 


Vesting of Contributions

You will be fully and
immediately vested in your pre-tax and after-tax contributions and on any
investment gains on those contributions. If your Participant Account experiences
an investment loss, the value of your account will be reduced accordingly. The
fact that your Participant Account is vested does not change this result. 


Rollover Contributions

An Eligible Employee may request to make a rollover contribution to the Plan.  (See "Rollover Contributions into the Plan.")


Trust

The Employer will transfer
your pre-tax, after-tax and rollover contributions to a trust (the
“Trust”) on your behalf for credit to your Participant Account. The
Trustee for the Plan’s Trust is the Dreyfus Trust Company, EAB Plaza, 144
Glen Curtiss Boulevard, Uniondale, NY 11556-0155. 


Investment Direction

You have a choice of
investment options into which to direct your balance in the Plan. These
investment options will change from time to time. The options as of July 1,
2001, are set forth in the “Investment Options” section. 


You must choose what funds
your future contributions will be invested in by calling Dreyfus and specifying
what percentage (if any) of each of your future contributions will be invested
in each of the separate investment funds maintained under the Plan. See the
discussion in the “Investment Options” section. You must make that
election in increments of 5%. Any change in investment directions will take
effect as soon as practicable. 


Effect of Participant Contributions on Social Security

Participant contributions
under the Plan do not affect a Participant’s Social Security taxes or
Social Security benefits. 


Participant
Accounts


The Plan Administrator or
its agent shall maintain separate accounts on its books, for record keeping
purposes only, for each Participant. The assets of the Trust are not required to
be segregated to each account. 


Investment
Options


As a Participant, you will
direct the investment of the amounts credited to your Participant Account to one
or more of the investment funds available for this purpose under the Plan. These
funds may change from time to time, but as of July 1, 2001, include: PepsiCo,
Inc. Capital Stock Fund; Dreyfus Cash Management Plus, Inc.; Dreyfus
Certus-Stable Value Fund; Dreyfus A Bonds Plus, Inc.; Dreyfus Disciplined Stock
Fund; Dreyfus BASIC S&P 500 Stock Index Fund; and Warburg Pincus Emerging
Growth Fund. 


The 401(k) Plan is
intended to constitute a plan described in section 404(c) of ERISA. As such, the
fiduciaries of the Plan may be relieved of liability for any losses, which are
the direct and necessary result of investment instructions given by a
Participant or beneficiary. No person has been authorized by Tropicana to give
advice to any Participant or prospective Participant concerning which funds or
investments to select. 





The PepsiCo Capital Stock Fund


Fund Type:  Employer Stock Fund


OBJECTIVE — The
objective of the fund is to deliver the total return (stock price
appreciation/depreciation plus dividends) of PepsiCo Capital Stock. Investments
in the PepsiCo Capital Stock Fund are subject to fluctuations in market rates,
and there is no guarantee of future performance. 


INVESTMENT STRATEGY —
This fund invests totally in PepsiCo Capital Stock. All contributions received
by the Trustee for investment in the PepsiCo Capital Stock Fund will be used to
purchase shares of PepsiCo Capital Stock. 


Shares of PepsiCo Capital
Stock will be purchased for the fund in the open market or in privately
negotiated transactions. Sales of shares will also be made in the open market or
in privately negotiated transactions. Settlements for sales of shares will be
credited on a next business day basis for all requests recorded during the
previous business day. For example, a request to sell 100 shares received on
Monday would be transacted on Tuesday and the proceeds of that sale would be
available for transfer to other investment options that same day. The Trustee,
or the agent designated to acquire or sell shares, may limit the daily volume of
purchases and sales to the extent it believes it will be in the interest of
Participants to do so. 


FUND INTERESTS —
Interests in the fund are reflected in two ways. Participant statements reflect
Participant balances in the Plan investment options in dollar amounts. In
addition, for fund accounting purposes, Participant interests in the fund are
denominated by shares held in the plan. For example, the value of a share of
stock in this fund as of October 1, 1999 was $10.00. The value of the stock held
in this fund will fluctuate in response to various performance factors
including, but not limited to, the price of and dividends paid on PepsiCo
Capital Stock, earnings of the company, and general market conditions. The
number of shares credited to a Participant’s Account will fluctuate based
upon the Participant’s contribution, transfer and withdrawal activity in
the fund. Shares of PepsiCo Capital Stock held in the fund, and dividends and
other distributions on PepsiCo Capital Stock, are specifically allocated to
Participant accounts. 


DIVIDENDS AND DISTRIBUTIONS
— All dividends on shares in the PepsiCo Capital Stock Fund are paid to the
fund. The Trustee uses the dividend income to purchase additional shares of
PepsiCo Capital Stock for the fund. Any PepsiCo Capital Stock received by the
Trustee as a stock split or dividend, or as a result of a reorganization or
other recapitalization of PepsiCo, will be added to the assets of the fund. Any
other property (other than shares of PepsiCo Capital Stock) received by the
Trustee may be sold by the Trustee and the proceeds added to the fund to
purchase additional shares of stock. In the event of a significant distribution
of other property, the Plan Administrator may implement special arrangements for
the holding or disposition of such property by the Plan. Any rights to subscribe
to additional shares of PepsiCo Capital Stock shall be sold by the Trustee and
the proceeds credited to the fund. 


VOTING — As of July 1,
2001, Participants did not have the authority to vote (or tender, if applicable)
PepsiCo Capital Stock; the Plan Trustee has that responsibility. However, the
Employers intend to amend the Plan in late 2001 to provide that Participants who
have invested in the fund may direct the Trustee how to vote (or tender, if
applicable) PepsiCo Capital Stock, according to the Trust/Plan Documents in
effect at the time of voting/tendering. 




Dreyfus Cash Management Plus, Inc.


Fund Type:  Money Market Fund


FUND DESCRIPTION — The
Fund’s goal is to provide investors with, as high a level of current income
as is consistent with the preservation of capital and the maintenance of
liquidity. The Fund is designed for institutional investors. Fund shares may not
be purchased directly by individuals, although institutions may purchase share
accounts maintained by individuals. 


INVESTMENT STRATEGY —
The Fund invests in short-term money market obligations, including securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. During normal market conditions, the Fund will invest at
least 25% of its assets in bank obligations. The Fund’s investments are all
of the highest credit quality. In addition, the Fund is permitted to lend
portfolio securities and enter into reverse repurchase agreements. The Fund is
managed to keep its share price stable at $1.00. 


INVESTMENT PROFILE —
Dreyfus Cash Management Plus, Inc. is appropriate for investors seeking current
income plus stability of principal from a diverse portfolio of money market
instruments. 


INVESTMENT RISKS — The
Fund is managed to maintain a stable $1.00 share price. However, a money market
fund investment is neither insured nor guaranteed by the Federal Deposit
Insurance Corporation (“FDIC”) or the U.S. Government, and there can
be no guarantee that the $1.00 share price will be maintained. In an effort to
maintain a stable price, the Fund invests in high-quality, short-term paper with
remaining maturities not exceeding 13 months, and maintains an average portfolio
maturity of 90 days or less. Sharp interest rate changes and credit concerns
related to portfolio securities, among other factors, will impact the
Fund’s ability to maintain a $1.00 share price. Money market securities
issued by foreign issuers involve additional risks, including exposure to
changes in political and economic climates and currency fluctuations. 


EXPENSES — The Fund's annual expense charge is 0.20% of net assets.  The expense charge is for the institutional share class
pursuant to an undertaking by Dreyfus.


INVESTMENT ADVISER — The Dreyfus Corporation serves as the Fund's investment adviser.


DISTRIBUTIONS —
Dividends are generally declared daily and paid monthly. Capital gains, if any,
generally are declared and paid annually. All distributions to retirement
accounts will be automatically reinvested in additional Fund shares. 




Dreyfus-Certus Stable Value Fund


Fund Type: Stable Income Fund/GIC


FUND DESCRIPTION — The
Dreyfus-Certus Stable Value Fund is a collective investment fund that seeks high
current income and stability of principal. The Dreyfus Trust Company, as
trustee, is responsible for the management and custody of the assets in the
Fund. The Dreyfus Trust Company has appointed Certus Asset Advisors, a
registered investment adviser, to present it with investment recommendations for
the Fund. The Dreyfus Trust Company seeks to stabilize the value of units in the
Fund at $1.00. 


INVESTMENT STRATEGY —  The Fund will invest principally in investment contracts, including:

	•	
Guaranteed Investment Contracts (GICs), which are contracts issued by
insurance companies that guarantee stated rates of return on invested assets for
the life of these contracts the and return of principal at maturity;
	•	
Synthetic investment contracts, which are arrangements under which the
Fund invests in corporate securities as well as high quality debt securities
backed by the U.S. Government or its agents and a financial institution agrees
to accommodate participant-directed withdrawals from such assets at book value;
and
	•	Short-term money market instruments.






INVESTOR PROFILE — The
Fund may be appropriate for investors looking for high current income with
stability of principal. 


INVESTMENT RISKS —
There can be no assurance that the Fund will achieve its investment objective of
high current income and stability of principal. While The Dreyfus Trust Company
will seek to maintain the stability of the value of units in the Fund at
approximately one dollar ($1.00) per unit, neither the value of the Fund’s
portfolio nor an investment in the Fund is insured or guaranteed. There can be
no assurance that the value of the units in the Fund will not fluctuate. The
Fund risks possible loss of principal if an issuer is unable to pay on or before
maturity. Units in the Fund are not deposits or obligations of, or guaranteed or
endorsed by The Dreyfus Trust Company or any other bank, credit union or
insurance company, and are not insured by the FDIC, the Federal Reserve Board,
or any other agency. 


FEES —The Dreyfus
Trust Company generally charges each employee benefit plan participating in the
Fund a fee at the annual rate of 50 basis points. The fees which Certus Asset
Advisors charges for providing investment advisory services are paid directly by
The Dreyfus Trust Company out of the fee charged by it for participation in the
Fund. Certain other expenses of administering the Fund may be charged to the
Fund’s assets. 


TRUSTEE AND PORTFOLIO
MANAGER — The Dreyfus Trust Company serves as the Fund’s trustee and
portfolio manager. The Dreyfus Trust Company will make all investment decisions
for the Fund. The Dreyfus Trust Company has appointed Certus Asset Advisors, a
registered investment advisor, to present it with investment recommendations for
the Fund. 


DISTRIBUTIONS — Income
distributed from the Fund will be applied to the purchase of additional units in
the Fund. 




Dreyfus A Bonds Plus, Inc.


Fund Type: Bond Fund


FUND DESCRIPTION — The
Fund’s goal is to provide you with the maximum amount of current income
consistent with the preservation of capital and maintenance of liquidity by
investing primarily in quality bonds. 


INVESTMENT STRATEGY —
The Fund invests primarily in debt obligations of corporations, the U.S.
Government and its agencies and instrumentalities and major U.S. banking
institutions. At least 80% of the Fund’s portfolio holdings are corporate
obligations rated at least A by Moody’s Investor Service, Inc. or Standard
& Poor’s Corporation and securities issued or guaranteed as to
principal and interest by the U.S. Government, its agencies or
instrumentalities. The Fund may also invest in securities which, while not
rated, are determined by Dreyfus to be of comparable quality within the 80%
requirement. In addition, at least 65% of the value of the Fund’s net
assets will be invested in bonds. Up to 20% of the Fund’s assets may
consist of money market instruments and corporate bonds rated lower than A. 


INVESTOR PROFILE — Dreyfus A Bonds Plus may be appropriate for investors who are looking for high current income from a portfolio of
high quality corporate and government bonds.


INVESTMENT RISKS — The
Fund invests in bonds. Bond prices are affected by changes in interest rates,
credit ratings, and/or supply and demand conditions. The prices of bonds move in
different degrees, based on varying impact of these factors over time, which
affects the relative volatility of a fund. The Fund can invest up to 10% of its
assets in foreign securities, which involve additional risks, including
political and economic climates and currency fluctuations. Neither the market
value of portfolio securities, nor Fund shares are guaranteed by the U.S.
government. When you sell your shares of the Fund, they may be worth more or
less than what you paid for them. 


EXPENSES — The
Fund’s expense ratio is 0.91% of net assets including 0.65%
management fee (annualized as of 4/30/2001). This expense ratio represents the
annualized monthly expense ratio for the fund as of 4/30/2001. Operating
expenses may vary from month to month. Please see the Prospectus for expenses as
of the Fund’s most recent fiscal year-end. You can call (888) 401-LION to
request an updated Prospectus from Dreyfus. 


INVESTMENT ADVISER — The Dreyfus Corporation serves as the Fund's investment adviser.


DISTRIBUTIONS —
Dividends are paid monthly, and capital gains, if any, are declared and paid
annually. All distributions to retirement accounts will be automatically
reinvested in additional Fund shares. 





Dreyfus Disciplined Stock Fund


Fund Type: Equity — Broadly Diversified Fund


FUND DESCRIPTION — The Dreyfus Disciplined Stock Fund seeks investment returns that are consistently higher than the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500 Index"), by investing in a broadly diversified list of equity securities.  The Fund
is not an index fund.


INVESTMENT STRATEGY —
Individual security selection is the foundation of the Fund’s investment
approach. The Fund will use sophisticated risk control techniques in selecting
securities. Consistency of returns, which exceed the S&P 500, and stability
of the Fund’s asset value relative to the S&P 500, are primary goals of
the investment process. Valuation models are used to form a computerized ranking
system, which will select common stocks that appear to be over- or undervalued.
The system will then categorize individual securities within each industry
according to relative attractiveness. Fundamental analysis then determines the
most attractive of the top-rated securities and those issues that should be
sold. Under normal circumstances, at least 65% of the Fund’s total assets
will be invested in equity securities. For defensive purposes the Fund can
invest up to 20% in high quality money market securities. 


INVESTOR PROFILE — The
Fund may be appropriate for investors seeking long-term growth from a portfolio
composed of common stocks selected by the use of sophisticated quantitative
analysis and techniques. 


INVESTMENT RISKS — The
Fund invests principally in stocks. Stock prices move up and down in response to
the performance of their issuers and general economic and market factors. The
prices of stocks move in different degrees, based on the varying impact of these
factors over time, which affects the relative volatility of a fund. The
Fund’s investment process uses a disciplined control of fund risk and a
rigorous security selection. Risk is managed by controlling potential size,
growth rate, financial condition, and earnings variability. The structure of the
Fund is controlled so that characteristics such as economic sector, industry
exposure, growth, size, volatility and quality are maintained similar to those
of the S&P 500 at all times. When you sell your shares of the Fund, they may
be worth more or less than what you paid for them. 


EXPENSES —The Fund's annual expense charge is 1.00% of net assets.


INVESTMENT MANAGER —The Dreyfus Corporation serves as the Fund's investment manager.


DISTRIBUTIONS —
Dividends, if any, are declared and paid quarterly. Capital gains, if any,
generally are declared and paid annually. All distributions to retirement
accounts will be automatically reinvested in additional Fund shares. 




Dreyfus BASIC S&P 500 Stock Index Fund


Fund Type: Equity — S&P 500 Index Fund


FUND DESCRIPTION — The
Fund seeks to replicate the overall performance of the Standard and Poor’s
500 Composite Stock Price Index (the “S&P 500 Index” or the
“Index”) through investments in equity securities, which compose the
Index. The S&P 500 Index is comprised of 500 stocks, most of which trade on
the New York Stock Exchange, and represents approximately 75% of the market
value of all U.S. common stocks. 


INVESTMENT STRATEGY —
Under normal market conditions, the Fund invests at least 95% of its total
assets in the common stocks included in the S&P 500 Index. To maintain
liquidity, the Fund may invest 5% of its assets in short-term securities. Each
stock composing the Index is weighted by its market capitalization relative to
the total market value of the Index and the Fund’s portfolio seeks to be
constructed in the same manner. 


INVESTOR PROFILE — The Dreyfus BASIC S&P 500 Stock Index Fund may be appropriate for investors seeking a simplified and diversified
approach to stock market investing.


INVESTMENT RISKS — The
Fund invests principally in common stocks. Stock prices move up and down in
response to the performance of their issuers and general economic and market
factors. The prices of stock move in different degrees, based on the varying
impact of these factors over time, which affects the relative volatility of a
fund. The Fund can use sophisticated investment techniques including investments
in derivative instruments such as stock index futures. Because a large number of
securities compose the Index, the Fund will have greater difficulty replicating
the performance of the Index to the extent that its assets are not sufficient to
appropriately construct a representative portfolio. When you sell your shares of
the Fund, they may be worth more or less than what you paid for them. 


EXPENSES — The Fund's annual expense charge is 0.20% of net assets.


INVESTMENT MANAGER — The Dreyfus Corporation serves as the Fund's investment manager.


DISTRIBUTIONS —
Dividends, if any, are declared and paid four times yearly. Capital gains, if
any, generally are declared and paid annually. All distributions to retirement
accounts will be automatically reinvested in additional Fund shares. 


Warburg Pincus Emerging Growth Fund


Fund Type: Equity - Growth Fund


INVESTMENT STRATEGIES
— The Emerging Growth Fund seeks maximum capital appreciation. To pursue
this goal, it invests in equity securities of emerging-growth companies.
Emerging growth companies are small or medium sized companies that have passed
their start-up phase show positive earnings and offer the potential for
accelerated earnings growth. 


Emerging-growth companies
generally stand to benefit from new products or services, technological
developments, management changes or other factors. They include
“special-situation companies” — companies experiencing unusual
developments affecting their market value. Under normal market conditions, the
Fund will invest at least 65% of assets in equity securities of emerging-growth
companies that represent attractive capital-appreciation opportunities. 


Its non-diversified status
allows the Fund to invest in a greater share of its assets in the securities of
fewer companies. However, the portfolio managers typically have diversified the
Fund’s investments. 


PORTFOLIO INVESTMENTS
— This Fund invests in a portfolio of U.S. equity securities consisting of
common and preferred stocks, securities convertible into common stocks, and
rights and warrants. The Fund may invest up to 10% of assets in foreign
securities. To a limited extent, it may also engage in other investment
practices. 


INVESTOR PROFILE — This Fund may be appropriate for investors who are
investing for long term
goals that may include college or retirement; are willing to assume the risk of
losing money in exchange for attractive potential long term returns; are
investing for total return, growth and income, or capital appreciation and want
to diversify their portfolios with more aggressive stock funds. 


INVESTMENT RISKS — The Fund's principal risk factors are market risk, start-up and other small companies, special situation
companies, and non-diversified status.


The value of your
investment will fluctuate in response to stock market movements. Investing in
start up and other small companies may expose the Fund to increased market,
liquidity and information risks. 


Securities of companies in
special situations may decline in value and hurt the Fund’s performance if
the anticipated benefits of the special situation do not materialize.
Non-diversification might cause the Fund to be more volatile than a diversified
fund. 


Please read the “More
About Risk” section of the Warburg Pincus Funds Prospectus carefully before
you invest. This section further defines the risks and details other investment
practices the Fund may use. 


EXPENSES — The Fund's annual expense charge is 1.22% of net assets.


INVESTMENT MANAGEMENT — Warburg Pincus Asset Management, Inc. serves as the Fund's investment manager.


Investment
Performance


You will receive an
investment performance sheet with each quarterly statement you receive. An
investment performance sheet will also be available upon request by contacting
Dreyfus. You should retain the most recent performance sheet and refer to it
before making investment decisions. 


Risk
Associated with Investing


The value of investments in the investment funds may be volatile, and investors should be able to tolerate sudden, sometimes
substantial fluctuations in the value of their investments.


Each of the funds offered
under the Plan has its own degree of risk. These risk levels are based on each
fund’s investment objectives, as described in this Prospectus and in
prospectuses provided by the offerors of the funds. For example, Dreyfus Cash
Management Plus, Inc., which is intended to provide a stable rate of return
while preserving principal, will on average subject investors to less risk than
the Warburg Pincus Emerging Growth Fund, whose chief objective is to produce
long-term capital appreciation through investing in common stocks. 


A fund’s investment
objectives, and thus its degree of risk, are reflected in the types of
securities in which it invests. Generally, funds that invest primarily in
equity securities (such as common stock) will on average subject
investors to a higher degree of risk than funds that invest primarily in debt
obligations (such as government bonds). For funds that concentrate on
equities, the degree to which a fund diversifies its holdings will also
affect its risk level. A fund like the Dreyfus Disciplined Stock Fund, which
invests in the common stock of many different companies, generally should be
less vulnerable to swings in the price of any one company’s stock than a
fund that invests in the stock of relatively few companies. Because the PepsiCo
Capital Stock Fund invests its assets in the equities of a single company, the
fund involves a higher degree of risk than would more diversified funds. 


You should keep in mind
that all of the funds offered under the Plan present some risk of loss. The
investment return and principal value of an investment will fluctuate so that a
Participant’s interest in any of the funds, when redeemed may be worth more
or less than cost. Even the Dreyfus Cash Management Plus, Inc. is not intended
to provide a guaranteed rate of return. Moreover, while one of the objectives of
this fund is to preserve principal, such preservation is not guaranteed, as the
fund is exposed to the credit quality of the entities issuing the securities in
which it invests. 


Transferring
Assets Between Funds


A Participant can transfer
amounts credited to his or her Participant Account by contacting Dreyfus to
direct the investment of such amounts into any or all of the separate funds
maintained in accordance with the Plan. 


Upon receipt of a
Participant’s direction, the Trustee will liquidate investments and
reinvest the proceeds into the indicated Plan investment option(s). Directions
received before 4 p.m. Eastern Time will, in most cases, be processed that day
and reflected in the Participant’s Plan records the next business day.
Transaction requests received after 4 p.m. Eastern Time will, in most cases, be
processed the next business day. 


With the addition of the
DRS Web site as a tool to manage your account, you can now make exchanges or
transfers of the PepsiCo Capital Stock Fund online. You can also request an
exchange or transfer via touch-tone service using the Voice Response System.
Transactions must be phoned in or entered on the Web site by 4 p.m. Eastern
Time, and the trade will in most cases be processed the following business day.
Simply call 1-888-401-LION or log on to
drs.dreyfus.com. Customer Service Representatives are also
available any business day from 9 a.m. to 8 p.m. Eastern Time to answer your
questions. 


The Trustee may limit the
daily volume of its purchases or sales of securities, including but not limited
to PepsiCo Capital Stock, in connection with the PepsiCo Capital Stock Fund.
These limits may result in delayed execution of Participant requests for
transactions under certain circumstances, even though a Participant has already
submitted a transaction request through Dreyfus. The Trustee and/or fund
offerors act independently in connection with purchases and sales of securities
for the Plan; Tropicana does not have control over the timing or manner of such
purchases or sales. 


The Trustee implements all
purchases and sales in the name of the Plan without identifying individuals, so
that Participant transactions remain confidential. As agent for the Plan
Administrator, the Trustee maintains Participant Account records and is
responsible for distributing proxy and other materials related to voting
directly to Participants. In turn, voting directions are returned to the Trustee
(or its agents) for aggregation. As a result of these procedures, Participant
Account information and Participants’ voting decisions remain confidential.
In particular, the confidentiality of information in relation to the purchase,
holding, sale and voting of PepsiCo Capital Stock by Participants is maintained. 


Withdrawals
Prior to Termination of Employment


Prior to termination of employment,
a Participant may only take a withdrawal from his or her Participant Account in
the following circumstances. Before taking a withdrawal, careful consideration
should be given to the income and excise taxes that may result from a withdrawal
(see “Federal Income Tax Effects”). 


Regular Withdrawals

You may withdraw all or a
portion of your after-tax contributions and any related earnings. After-tax
withdrawals are limited to twice a Plan Year and a withdrawal must be for a
minimum of $500, unless the amount available is a smaller amount. 


You may withdraw all or a
portion of your rollover contributions and any related earnings at any time.
Rollover account withdrawals are limited to twice a Plan Year and a withdrawal
must be for a minimum of $500, unless the amount available is a smaller amount. 


Age 59-1/2 Withdrawal

You may make pre-tax
withdrawals for any reason after reaching age 59-1/2 even though you continue to
work for Tropicana. Withdrawals are limited to twice a Plan Year and a
withdrawal must be for a minimum of $500, unless the amount available is a
smaller amount. 


Hardship Withdrawals

A Participant with an immediate and heavy financial need may take an in-service withdrawal:


	•	
If all regular and age 59-1/2 withdrawals have already been taken,


	•	
If the Participant does not have funds readily available from any other sources to meet his or her need, and


	•	
If the withdrawal is in accordance with the requirements of the Code
and related regulations governing hardship withdrawals.

 



Hardship withdrawals can
only be taken from a Participant’s elective contributions and pre-1989
earnings on such contributions. 


A Participant may be
required to use any other financial resources to satisfy his immediate financial
needs before the Plan Administrator will consider his eligibility for a hardship
withdrawal. Whether the Participant qualifies for a hardship withdrawal is
determined by the Plan Administrator or agent based upon information provided by
the Participant. In all cases, however, a withdrawal will only be considered to
meet an immediate and heavy financial need if the following requirements are
met: 


	•	
A distribution on account of financial hardship may not exceed the amount required to meet the immediate financial need
created by the hardship (including amounts needed to pay any federal, state or local income tax or penalties
         reasonably anticipated to result from the distribution).
	•	
 The need cannot reasonably be relieved through the reimbursement or compensation by insurance companies or otherwise, by
         liquidation of your assets, by stopping contributions to this Plan, by distributions or nontaxable loans from plans
         maintained by the Company or by any other employer, or by borrowing from commercial sources on reasonable terms.




Incurring the following expenses are considered examples of immediate and heavy financial need:


	•	
Medical expenses incurred (or necessary to obtain care) for you, your
spouse or your dependents, which are not reimbursable by health coverage or from
another source; 
	•	
Costs directly related to the purchase of your principal residence (excluding mortgage payments);
	•	
Payment of tuition and related educational fees for the next 12 months
of post-secondary education for you, your spouse, your children or other
dependents; 
	•	
Payments necessary to prevent either your eviction from your principal
residence or the foreclosure of the mortgage on this residence. 




Once you make a hardship withdrawal, your right to make contributions of any kind to this Plan or other plans maintained by us will
be suspended for 12 months.


Dreyfus will be responsible for determining, in connection with all applicable laws, whether a financial hardship exists and the
amount required to meet your immediate and heavy financial needs.


Procedures

A Participant may request
an in-service withdrawal by calling Dreyfus for information and an application.
In-service withdrawals are only available in the form of cash payments. The Plan
Administrator may establish additional rules relating to the payment of
in-service withdrawals in increments. 


A Participant may choose to
withdraw only a portion of his or her Participant’s Account. If the
Participant’s Account is invested in more than one investment fund, the
withdrawal will be taken pro rata from each such investment fund. 


Distributions
Upon Death, Total and Permanent Disability, Retirement or Termination of
Employment


When a Participant
terminates employment with the Company, retires or becomes totally and
permanently disabled, the value of the Participant’s interest in the Plan
becomes distributable to the Participant. A distribution will be made following
when the Participant gives final distribution instructions to a specialist after
calling Dreyfus (or following when the Participant submits a final distribution
form to the Plan Administrator that meets the Plan Administrator’s
specifications). The Participant is not treated as terminating employment if the
Participant transfers to another PepsiCo division or subsidiary, or if the
Participant remains a Company employee but becomes ineligible to participate in
the Plan. 


In the Event of a Participant's Death

In the event of a
Participant’s death, the entire amount of his or her Participant Account
will be paid within the time period specified by the Code. Payment will be
distributed as follows: 


	•	
If the Participant was not married at the time of death, the Participant Account will be paid to the beneficiaries the
         Participant most recently designated on a form prescribed by the Plan Administrator.  If the Participant does not
         make a valid designation of beneficiaries, or if none of the designated beneficiaries is alive at the time of the
         Participant's death and the Participant is not married at the time of death, payment will be made to the
         Participant's estate.
	•	
If the Participant was married at the time of death, the Participant's Account will be paid to the Participant's spouse,
         unless the Participant has designated one or more other beneficiaries with the written consent of the Participant's
         spouse, as witnessed by a notary public or the Plan Administrator in which case payment will be made to the
         designated beneficiaries.




In the Event of a Participant's Total and Permanent Disability


	•	
If the Plan Administrator determines that your disability is a total
and permanent disability, you will be entitled to receive the value of your
accounts as soon as administratively feasible after your request for a
disability distribution has been approved. 
	•	
A total and permanent disability is defined to mean your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or medical impairment that can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months. The permanence and degree of your impairment must be
supported by medical evidence satisfactory to the Plan Administrator. 






Form of Distribution

Ordinarily, the
distribution will be made as a single lump-sum payment. However, you may elect
your distribution to be made in variable annual, semi-annually quarterly or
monthly installments over a period of years, which may not exceed your life
expectancy or the joint and survivor life expectancies of you and your
beneficiary. Fractional shares and uninvested cash will automatically be paid in
cash. 


Accounts under $5,000

If a Participant’s
Account is valued at $5,000 or less at the time of his or her death, retirement
or termination of employment with the Company, the Participant’s account
automatically will be distributed as a lump sum cash payment if the Participant
does not make a distribution election within the timeframe determined by the
Plan Administrator. In this case, a full distribution generally is made
automatically, even if the Participant (or his or her beneficiary, if
applicable) does not consent to the distribution. 


Automatic distributions are generally made in cash.  These distributions may be eligible to be rolled over to an IRA or to another
qualified employer plan that accepts rollovers. 


Minimum Required Distributions after Age 70-1/2

A Participant who
terminates employment at age 70-1/2 or older must start taking required minimum
distributions by April 1st of the following year. The required minimum
distributions for the calendar years following the year the participant
terminated and turned 70-1/2 or older must be made on or before December 31 of
that calendar year. Active participants who turn 70-1/2 may defer their
minimum required distribution until they retire. 


The form of payment that a
Participant can choose is an annual cash payment or monthly, quarterly,
semi-annually or annually installments over a period of years, which may not
exceed your life expectancy or the joint and survivor life expectancies of you
and your beneficiary. If an installment option is chosen and the installment
payments do not meet or exceed the required minimum distribution amount that you
must receive for that year, the difference will be paid to you as a residual
payment. 


It is your responsibility
to keep the Plan Administrator informed of your age and current address. You
will need to complete election forms indicating what method you want used to
calculate your required minimum distribution. If you do not return these forms
your required minimum distribution will be calculated based on the default
method selected by the Plan Administrator. It is important to note that the
method used to calculate your required minimum distribution will be used to
calculate all future required minimum distributions and cannot be changed. 


Unlocatable Participants

If for four years from when
payment is due, the Plan Administrator is unable to locate an inactive
Participant or Beneficiary for whom a payment is due, the Participant’s or
Beneficiaries benefit shall be placed in a segregated, interest bearing account.
Before setting up this segregated account the Plan Administrator shall make a
reasonable and diligent search to find the Participant or Beneficiary. The Plan
Administrator shall rely on different government agencies as to the location of
the missing Participant or beneficiary if the Participant applies for benefits
under the Social Security Act. In addition, if a benefit is forfeited because
the Participant or Beneficiary cannot be found, such benefit will be reinstated
if a claim is made by the Participant or Beneficiary. 


Rollover
Contributions into the Plan


An Eligible Employee may
roll over into the Plan cash distributions that qualify for rollover. These are
certain distributions that the Participant receives from another qualified
retirement plan or from an Individual Retirement Account (“IRA”) to
which the Participant previously rolled over a qualified plan distribution. The
rollover will be held for the benefit of the Participant in a rollover account,
will be invested in one or more of the Plan’s investment funds as
designated by the Participant, and will be distributed to the Participant
following the same rules that govern other amounts in the Participant’s
Account. The Plan Administrator may request any information from the Participant
it deems necessary to verify that the requested rollover contribution is proper. 


Rollover from
the Plan


Distributions and
withdrawals from the Plan that are “eligible rollover distributions”
(as defined below) are eligible to be rolled over to an IRA or to another
employer plan that accepts rollovers. By rolling over a distribution, the
Participant can avoid paying income tax on the distribution, as well as the 10%
excise tax on early distributions, until the distribution is later withdrawn
from the IRA or other employer plan. The Plan representative who receives a
rollover request from a Participant will tell the Participant what portion of
the distribution is an eligible rollover distribution. 


Eligible Rollover Distribution

In general, only the
taxable portion of a distribution or withdrawal is an eligible rollover
distribution. A Participant cannot roll over: (i) a distribution that is part of
a series of equal (or almost equal) payments that are made at least once a year
and that will last for the Participant’s lifetime, or his or her
beneficiary’s lifetime, or a period of ten years or more, (ii) any
after-tax employee contributions to the Plan, or (iii) in the case of retired or
terminated Participants who are at least age 70-1/2, the portion of each
distribution that is a “required minimum payment” (that is, a required
distribution mandated under the Code), although the remainder of the
distribution can be rolled over. In addition, a Participant cannot roll over
certain amounts withdrawn as a hardship withdrawal according to applicable law
and rules established by the Plan Administrator. 


Withholding on Eligible Rollover Distributions

If any portion of a
distribution or withdrawal is an eligible rollover distribution, the Plan is
required by law to withhold 20% of that amount as income tax except to the
extent the Participant makes a “direct rollover” of the distribution
(see the next section). For example, if an eligible rollover distribution is
$10,000, and the Participant does not make a direct rollover, only $8,000 will
be paid to the Participant. The Plan will withhold $2,000 as federal income tax.
When the Participant prepares his or her federal income tax return for the year,
the Participant will report the full $10,000 as a distribution from the Plan
(unless the Participant has made a rollover that is not a direct rollover, as
described below). The Participant will report the $2,000 as withheld tax and it
will be credited against any income tax the Participant owes for the year. 


Direct Rollover

In a direct rollover, the Participant directs the Plan to pay all or a portion of an eligible rollover distribution directly to an
IRA or to another qualified employer plan that accepts rollovers.  The Plan will not take any tax withholding out of a direct
rollover.


Rollovers That Are Not Direct Rollovers

If a Participant does not
make a direct rollover of an eligible rollover distribution, the Participant can
still roll over all or part of the distribution to an IRA or another employer
plan that accepts rollovers. The Participant must make the rollover within 60
days after receiving the distribution. However, since it is not a direct
rollover, 20% withholding applies. As a result, if the Participant wants to roll
over 100% of an eligible rollover distribution, including the 20% amount that
was withheld, the Participant must find money from other sources within the
60-day period to replace the 20% that was withheld, and add that to the rollover
amount. If the Participant does this, none of the distribution will be subject
to income taxes at that time, and the Participant may be eligible for a refund
of the 20% that was withheld when the Participant files his or her income tax
return. Alternately, if the Participant rolls over only the 80% of the
distribution that the Participant receives, the Participant will be taxed on the
20% that was withheld for income taxes. 


Reports


Participants will be sent
quarterly a personalized summary of activity in their Participant Accounts. The
summary will include the amount and status of their accounts at the end of the
previous quarter. 


Federal Income
Tax Effects


The Internal Revenue
Service has made a determination that the Plan and its related Trust are
qualified within the meaning of sections 401(a), 401(k), 401(m) and 501(a) of
the Internal Revenue Code of 1986, as amended (the “Code”). The Plan
expects to continue to meet those qualification requirements. 


Under present law,
qualification of the Plan and the Trust will result in the following federal
income tax effects. 


Exclusion from Taxable Income

Contributions made to the
Plan by Employers on behalf of Participants pursuant to pre-tax contribution
elections, and any earnings on the contributions, will not be includable in
Participants’ taxable income until such amounts are distributed under the
Plan. This result applies because pre-tax contributions are considered, for tax
purposes, to be employer contributions to the Plan. This characterization for
tax purposes is intended (and shall govern) notwithstanding any other statement
in this Prospectus. 


Maximum Annual Limit

A Participant may not
contribute pre-tax to the Plan in any year more than the maximum dollar limit
for that year (see “Contributions” above). For this purpose, all the
Participant’s contributions to other similar tax favored savings programs
with any employers are added together, subject to such rules and regulations as
may be established by the Plan Administrator. The maximum dollar limit is
adjusted for cost of living increases, in accordance with pronouncements made by
the U.S. Secretary of the Treasury. 


A Participant also may not
contribute more than 17% of his or her compensation to this Plan each year. More
restrictive limitations apply in the case of highly compensated employees, and
these are intended to ensure that the Plan does not discriminate in favor of
highly compensated employees (as determined under the provisions of the Code). 


Tax penalties may apply if a Participant exceeds these limits.


Taxation of Distributions and Withdrawals

A Participant (or
beneficiary) who receives a distribution or withdrawal from the Plan will be
taxed on the total fair market value of the distribution received, less any tax
basis (e.g., after-tax contributions) the Participant may have in the
Plan. 


Withholding on Distributions and Withdrawals

The Plan will take 20%
Federal tax withholding on eligible rollover distributions that are not direct
rollovers (see “Rollover from the Plan”), and may also take tax
withholding on amounts that are not eligible rollover distributions. 


Special Averaging Rules

The amount included as taxable income upon a distribution from the Plan will generally be taxed as ordinary income in the year of
receipt.  However, two special averaging rules apply.  Note that the first of these, five-year averaging, is only available until
December 31, 1999.



(i) If the Participant
has participated in the Plan for at least 5 years and is at least age 59-1/2 at
the time of the distribution, the Participant (or his beneficiary) may elect to
have the distribution taxed under a special five-year averaging method. Under
this method, a separate tax is calculated on the distribution. The amount of the
tax is the tax that would be applicable to 20% of the full taxable amount of the
distribution (reduced by a minimum distribution allowance) at the tax rate for
single taxpayers (regardless of the Participant’s filing status); that
result is then multiplied times five. Five-year averaging must be used for all
lump sum distributions from all qualified plans during the year. A Participant
may elect five-year averaging treatment only once with respect to qualified plan
distributions and, therefore, the election with respect to any distribution
under the Plan may affect the tax treatment of distributions from other
qualified plans. 


(ii) A special rule allows
a Participant who was at least 50 years old on January 1, 1986, to make one
election of either five-year averaging at then-current tax rates, or ten-year
averaging at 1986 tax rates. This election may be made without regard to whether
the Participant has attained age 59-1/2, but would count as the
Participant’s one-time election for purposes of five-year averaging. 


Rolling Over a Distribution

A Participant who receives
an “eligible rollover distribution” from his or her Participant
Account (see “Rollover from the Plan”) may roll over all or a part of
the eligible rollover distribution to either an IRA or another qualified plan. A
Participant will not be subject to income tax on any portion of a distribution
that he or she rolls over until it is distributed from the IRA or other
qualified plan. If the Participant rolls over part of a distribution, the amount
the Participant elects not to roll over will be subject to income tax as
provided under “Taxation of Distributions and Withdrawals”, above, and
the special five-year averaging treatment described above will not be available. 


Special Excise Taxes

A 10% excise tax will apply
to all distributions and withdrawals before age 59-1/2 that are not rolled over
to an IRA or another qualified plan, unless the distribution is on account of
death, disability, separation from service in or after the year age 55 is
attained, hardship involving medical expenses in excess of 7.5% of adjusted
gross income, or a qualified domestic relations order. 


A 50% excise tax will apply
to any “required minimum payments” that are not made after
age 70-1/2 as required under the Code. (See “Distributions on Death,
Disability, Retirement or Termination of Employment.”) 


The rules governing the tax
consequences of withdrawals of distributions from the Plan are highly
complicated, and the above discussion is only intended to highlight certain
important tax rules currently applicable to such withdrawals or distributions.
Specific questions concerning the tax treatment of any distribution and the
potential impact of state and local taxes should be directed to a
Participant’s tax advisor. 


Expenses


Brokerage commissions or
fees, stock transfer fees and other expenses incurred in the purchase and sale
of shares of PepsiCo Capital Stock within the PepsiCo Capital Stock Fund are
charged to the fund when incurred. Recent operating expenses incurred by the
other funds are set forth above under “Investment Options.” 


Certain administrative expenses may be paid out of amounts that are forfeited when a Participant or beneficiary cannot be located
(see "Unlocatable Participants" above).  Most other costs and expenses incurred in administering the Plan are currently paid by
Tropicana.


Assignment of
Interest


Under the Plan, a
Participant is not permitted to assign, pledge, transfer or hypothecate any of
his or her rights in the Plan or under the Trust.  An exception may be
made to this non-assignment rule in the case of certain divorced participants.
If a court issues a “Qualified Domestic Relations Order” (QDRO)
regarding your Plan benefits and the Plan Administrator certifies the QDRO, the
Plan is required by law to follow that order. Accordingly, the judge or other
arbitrators of your divorce may assign a portion of your retirement benefits to
your spouse as part of your property settlement or to your children as payment
of child support. Payments made pursuant to a QDRO may be made prior to the time
your Plan would normally make payments to you. 


Liens


Neither the Plan nor the Trust Agreement provides for the imposition of any lien by the Plan Administrator or the Trustee upon funds
or property held under the Trust.


Amendment and
Termination


Subject to the terms of any
applicable Collective Bargaining Agreement, Tropicana may amend the Plan
at any time, and in any respect. No amendment will reduce the amount held in any
Participant Account as of the date of the amendment. Tropicana may also
terminate the Plan at any time. In the event of any such termination, all
amounts in Participant Accounts will be distributed to Participants as soon as
permitted under applicable law. 


Experts


The audited financial statements of PepsiCo incorporated by reference in this document by reference to PepsiCo's Annual Report on
Form 10-K for the year ended December 30, 2000 have been incorporated in reliance on the report of KPMG LLP, independent public
accountants, given on the authority of KPMG LLP as experts in accounting and auditing. 


ERISA
Regulation of the Plan


The Plan is subject to
certain provisions of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), including those provisions that set standards of
responsibility for Plan fiduciaries, establish minimum standards for
participation and vesting, and require that each Participant be furnished with
information concerning the Plan and its operations. However, because the Plan is
an individual account plan, it is excluded from coverage under Title IV of
ERISA, which generally provides for guarantee and insurance of pension
retirement benefits. In addition, because Participants control the investment of
Participant Accounts, the Plan is intended to be covered by section 404(c) of
ERISA and related Department of Labor regulations, which provide that Plan
fiduciaries may be relieved of liability for any losses that are the direct and
necessary result of investment instructions given by a Participant or
beneficiary. 


Documents
Incorporated by Reference


PepsiCo files annual, quarterly
and other reports and proxy statements with the Securities and Exchange
Commission. This information, which is specifically identified in the
registration statement filed with the Commission to register the PepsiCo Capital
Stock to be offered under the Plan, is incorporated in this Prospectus by
reference. PepsiCo will furnish without charge, upon written or oral request, a
copy of any or all documents incorporated herein by reference. Requests should
be directed to: 


	
	 
                  PepsiCo, Inc.

                  Attention:  Manager of Shareholder Relations

                  Purchase, New York 10577

                  Telephone Number (914) 253-3055.



Any document incorporated
by reference may be modified or superseded for purposes of its incorporation in
this document by a statement made here (or in a subsequently filed document,
which also is incorporated by reference). When this occurs, the document
modified or superseded will not be incorporated by reference except as so
modified or superseded. 


Additional
Information


Additional information about
the plan and its administrators may be obtained from your Benefits Department,
Tropicana Products, Inc. 1001 13th Avenue East Bradenton, FL 34208
(941) 747-4461. 


Upon request, the Plan
Administrator will furnish additional information relevant to the investment
alternatives with respect to annual operating expenses, which may affect
investment returns, assets which constitute plan assets, financial statements or
reports furnished to the Plan, and asset value. To request this additional
information, please call the Dreyfus toll free number. 


This Summary
Plan Description


This booklet presents a summary description of your Plan.  We urge you to read it carefully for a better understanding of the
benefits that are available to you.


This booklet is intended only
as a summary of the Plan. Every effort has been made to accurately describe the
Plan provisions, which are contained in the Plan document. However, you should
consult the Plan document in the event you have any questions about your
benefits. 


The Plan document is accessible by contacting the Tropicana Benefits Department and you can obtain your own copy of the document.
There may be a small charge for this service.


Executive Offices

The principal executive offices of Tropicana Products, Inc. are located at 1001 13th Avenue East, Bradenton, FL  34208 (Telephone No.
941-747-4461).


Plan Sponsor

 Tropicana Products, Inc. sponsors this Plan.

 1001 13th Avenue East

 Bradenton, FL  34208

 (941) 747-4461


Plan Sponsor's Employer Identification Number

13-3346705


Plan Number

 008


Plan Administrator

The Plan is administered by
the Plan Administrator, which may appoint or employ persons to assist in such
administration. However, the Plan Administrator has full, discretionary power
and authority to interpret the provisions of the Plan, to adopt such rules and
regulations as it deems necessary or desirable for the administration of the
Plan and to alter, amend or revoke any rules and regulations so adopted, and the
Plan Administrator’s decisions are final and binding. The Plan
Administrator is responsible for administration of the Plan, benefit information
and any legal action concerning the Plan. 


While administration of the
entire benefits program is the responsibility of the Plan Administrator, the
Plan Administrator has delegated certain aspects of the Plan’s
administration to Dreyfus. 


You may contact Dreyfus by
calling their toll free number (888) 401-LION, or log on to drs.dreyfus.com. 


The Trustee

The Trustee serves pursuant
to the Trust Agreement and has responsibility for the administration and
management of the Trust as provided for in a written trust agreement (the
“Trust Agreement”). The Trustee receives contributions under the Plan
and holds and invests such amounts in accordance with the investment election of
each Participant and the terms and conditions of the Plan and the Trust
Agreement. The Trustee of the Plan is The Dreyfus Trust Company, EAB Plaza 144
Glenn Curtiss Boulevard, Uniondale, NY 11556-0155. 


Agent for Service of Legal Process

Process can be served on the Plan Administrator, Tropicana Products, Inc., 1001 13th Avenue East, Bradenton, FL  34208, (941)
747-4461.  Where applicable, service of process may also be made on the Trustee.


Your Plan Administrator and the Trustee are each designated to receive any summons of legal notice delivered to inform the Plan of a
legal action concerning it.


Plan Fiduciaries

The Plan's fiduciaries include Tropicana, the Plan Administrator, and the Trustee.  Their addresses and phone numbers are set forth
earlier in this section.


Plan Year

Records for the Plan are kept on a Plan Year basis.  The Plan Year is the
12-month period beginning on January 1 each year and ending on the next December 31.


Type of Plan

The Plan is a defined contribution profit-sharing plan.  The Plan is funded by Participants who designate part of their pay to be
contributed to the Trust on their behalf.


The actual value of your
contributions at the time of your retirement will be used to provide your
retirement benefits. Because individual participant accounts are maintained for
defined contribution plans, the benefits under such plans are not eligible to be
insured by the Pension Benefit Guaranty Corporation. 


Type of Administration

The Plan is funded by
Participants who designate a part of their pay to be contributed to the Trust on
their behalf. General administrative and trustee expenses will be paid by the
Plan from the Trust unless the Company pays the expense and does not seek
reimbursement from the Plan. These expenses can also be paid from any plan
forfeitures. Investment management fees are paid directly from the investment
funds. 


404(c) Compliance

Participants are
responsible for the investment of their accounts in available funds. Information
on the investment funds is provided by Dreyfus. Your investment decisions are
confidential. The Plan Administrator is responsible for monitoring compliance
with the procedures relating to the confidentiality of this information. 


Future of the Plan

The Plan is currently
expected to continue. Subject to the terms of any Collective Bargaining
Agreement, however, Tropicana reserves the right to modify, amend, suspend or
discontinue the Plan for any reason at any time. 


Qualified Domestic Relations Orders

A qualified domestic
relations order (“QDRO”) is a court order that creates or recognizes
the right of an alternate payee (e.g., spouse, former spouse, child) to part or
all of your Plan benefits. While ERISA generally protects Plan benefits against
creditors, QDROs are an exception. A QDRO may require payment of benefits to an
alternate payee before the Participant has separated from service and/or is
entitled to a distribution on account of retirement, termination, death or
disability, even though the Plan prohibits distributions to the Participant
earlier than one of these events. The Plan Administrator must notify you if the
Plan receives a domestic relations order that affects you and must also
determine, within a reasonable time, if the order is qualified. You and each
alternate payee will be notified of the decision. In the meantime, the benefits
affected are segregated in a separate account. 


Claim for Benefits

Unless the Plan
Administrator has informed you that your claim for benefits will be handled
automatically, you or your beneficiary should file a written claim for benefits
with the Plan Administrator. This will authorize the Plan Administrator to make
sure the claim is correct and start processing the benefit. 


Filing a Claim

You will receive a written
notice from the Plan Administrator regarding your claim within 90 days of its
receipt by the Plan Administrator. If an extension of time is required to
process your claim, you will receive written notice of the need for an extension
before the end of the 90-day period, explaining the reasons for the delay. If
you are not furnished notice within the 90-day period your claim will be
considered denied. 


Denial of Claim

If your claim is denied, the Plan Administrator will notify you in writing within 90 days after receiving your claim.  The notice
will state the following:



	•	
the specific reason(s) for denial;
	•	
the Plan provisions that support the denial;
	•	
additional information needed to complete your claim request;
	•	
why this information is needed; and
	•	
what to do if you want to have the claim denial reviewed.



If the 90-day period for
notifying you of the denial expires and you have not been notified that your
claim has been denied, you can consider your claim denied and request a review
of the denial. 


Review of the Denial

You have 60 days after the
denial date to make a written request for review. If you wish, you (or your
representative) may review the appropriate Plan documents, and submit written
information supporting your claim to the Plan Administrator or other person
responsible for reviewing denied claims. 


The Plan Administrator or
fiduciary will give you a written decision of the review of your denied claim
within 60 days. This will tell you the specific reasons for the decision and
state the Plan provisions on which the decision is based. If you do not receive
a decision on your request for review within 60 days after your request is
received, you can consider your request denied. 



Extension of the 90–Day and 60–Day Deadlines

The 90– and 60–day periods
mentioned above for the Plan Administrator to make its decision on your claim
may be extended if there are special circumstances. You will be informed in
writing of the extension before the end of the 90 (or 60) days. The extension
notice will state the special circumstances requiring an extension of time and
the date by which you may expect a decision. In no event will the 90-day period
be extended more than another 90 days, or the 60-day period be extended more
than another 60 days. 


Authority to Interpret the Plan

The Plan Administrator has
the exclusive discretionary authority to construe and interpret the Plan, to
decide all questions of eligibility for benefits, and to determine the amount
and conditions of such benefits, and its decisions on such matters are final and
conclusive. Any interpretation or determination made pursuant to such
discretionary authority will be upheld on judicial review, unless it is shown
that the interpretation or determination was an abuse of discretion. Benefits
under the Plan will be paid only if the Plan Administrator decides in its
discretion that the applicant is entitled to them. 


Statement of ERISA Rights

As a Plan Participant you have certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that all Plan Participants are entitled to:




	•	
Examine, without charge, all Plan documents at the Plan Administrator's office and at other specified locations.
	•	Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator.  The Plan
         Administrator may make a reasonable charge for the copies.
	•	Receive a summary of the Plan's annual financial report.  The Plan Administrator is required by law to give you a copy of
         this summary annual report.
	•	Obtain a statement telling you whether you have a right to receive retirement income on your Normal Retirement Date and, if
         so, what your benefits would be on your Normal Retirement Date if you stop working under the Plan now.  If you do not have a
         right to retirement income, the statement will tell you how much longer you have to work to receive the right to retirement
         income.  The statement must be requested in writing and is not required to be given more than once a year.  The Plan must
         provide the statement free of charge.



In addition to giving
rights to Plan Participants, ERISA imposes duties on the people who are
responsible for the operation of the Plan. The people who operate your Plan,
called “fiduciaries,” have a duty to do so prudently and in the
interest of you and other Plan Participants and beneficiaries. No one, including
your employer or any other person, may fire you or otherwise discriminate
against you in any way to prevent you from obtaining retirement income or
exercising your rights under ERISA. 


If your claim for
retirement income is entirely or partially denied, you must receive a written
explanation of the reason for the denial. You have the right to have the Plan
review and reconsider your claim. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request materials from the Plan
and do not receive them within 30 days, you may file suit in federal court. In
such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan
Administrator. 


If you have a claim for
retirement income, which is denied or ignored, in whole or in part, you may file
suit in a state or federal court. If it should happen that Plan fiduciaries
misuse the Plan’s money, or if you are discriminated against for asserting
your rights, you may seek assistance from the U.S. Department of Labor, or you
may file suit in a federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court may order the person you
have sued to pay these costs and fees. If you lose, the court may order you to
pay these costs and fees, for example, if it finds your claim is frivolous. 


If you have any questions
about your Plan, you should contact the Plan Administrator. If you have any
questions about this statement or about your rights under ERISA, you should
contact the nearest office of the Pension and Welfare Benefits Administration,
U.S. Department of Labor, listed in your telephone directory, or the
Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W.,
Washington D.C. 20210. 


THIS BOOKLET IS INTENDED ONLY AS A SUMMARY OF THE PLAN.  SHOULD THERE BE ANY DIFFERENCES BETWEEN THIS BOOKLET'S DESCRIPTION OF THE
PLAN AND THE PLAN'S PROVISIONS, THE PLAN SHALL APPLY.