<PAGE>

                                                                     Exhibit 4.1


COMMON STOCK                                                CLASS B COMMON STOCK
NUMBER                                                            $.01 PAR VALUE

                                     SHARES

                                     [LOGO]

                               PEPSIAMERICAS, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                               CUSIP 71343P 10 1
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS THE OWNER OF

       FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS B COMMON STOCK OF

PEPSIAMERICAS, INC. (hereinafter called the "Corporation"),  transferable on the
books of the  Corporation by the  registered  holder hereof in person or by duly
authorized attorney upon surrender of this Certificate  properly endorsed.  This
Certificate  is not valid until  countersigned  and  registered  by the Transfer
Agent and Registrar.

         In Witness Whereof, the Corporation has caused the facsimile signatures
of its duly authorized officers to be affixed hereto.

Dated:

Countersigned and Registered:                      Chief Executive Officer

         THE BANK OF NEW YORK
         Transfer Agent
         and Registrar                             Secretary

By:
         Authorized Signature


<PAGE>



                               PEPSIAMERICAS, INC.

     THE  CORPORATION  WILL FURNISH  WITHOUT CHARGE TO EACH  STOCKHOLDER  WHO SO
REQUESTS,  THE POWERS,  DESIGNATIONS,  PREFERENCES  AND RELATIVE  PARTICIPATING,
OPTION  SPECIAL  RIGHTS  OF EACH  CLASS  OF  STOCK  OR  SERIES  THEREOF  AND THE
QUALIFICATION,  LIMITATIONS OR RESTRICTIONS OF SUCH  PREFERENCES  AND/OR RIGHTS.
ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO THE TRANSFER AGENT.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                               <C>
TEN COM -  as tenants in common                   UNIF GIFT MIN ACT - ............Custodian............
                                                                        (Cust)            (Minor)
TEN ENT -  as tenants by the entireties                               under Uniform Gifts to Minors Act
                                                                      .................................
JT TEN  -  as joint tenants with right                                               (State)
           of survivorship and not as
           tenants in common
</TABLE>


     Additional abbreviations may also be used though not in the above list

     For value received, _____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

 ................................................................................
 ................................................................................
(PLEASE  PRINT OR TYPEWRITE  NAME AND ADDRESS,  INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________Shares
of the  capital stock represented by the within Certificate, and do hereby
irrevocable constitute and appoint
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated_______________________

         _______________________________________________________________________
Notice:  The Signature to this assignment must correspond with the name as
         written upon the face of the certificate, in every particular,
         without alteration or enlargement, or any change whatever.