<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                  FORM 10-K/A



<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

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


                         COMMISSION FILE NUMBER 1-13914
                            ------------------------

                              PEPSIAMERICAS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                 <C>
                     DELAWARE                                           66-0433580
         (State or other Jurisdiction of                             (I.R.S. Employer
          Incorporation or Organization)                          Identification Number)
</TABLE>

                            3800 DAIN RAUSCHER PLAZA
                             60 SOUTH SIXTH STREET
                          MINNEAPOLIS, MINNESOTA 55402
          (Address of Principal Executive Offices, including Zip Code)

                                 (612) 661-3830
              (Registrant's Telephone Number, including Area Code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
 TITLE OF EACH CLASS   NAME OF EXCHANGE ON WHICH REGISTERED
---------------------  ------------------------------------
<S>                    <C>
CLASS B COMMON STOCK,        NEW YORK STOCK EXCHANGE
   PAR VALUE $.01
</TABLE>

       SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE.

/X/  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 proceeding 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.

/ /  Indicate by check mark if disclosure of delinquent filers pursuant to
    Item 405 of Regulation S-K is not contained herein, and will not be
    contained, to the best of registrant's knowledge, in definitive proxy or
    information statements incorporated by reference in Part III of this Form
    10-K or any amendment to this Form 10-K.

    The aggregate market value of the voting common equity held by
non-affiliates of the registrant as of March 21, 2000, was approximately
$82,232,722.

    As of March 21, 2000, there were 87,314,377 shares of common stock issued
and outstanding. This amount includes 5,000,000 shares of Class A Common Stock
and 82,314,377 shares of Class B Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Selected portions of the PepsiAmericas, Inc. Proxy Statement on Schedule 14A
for the 2000 Annual Meeting of Shareholders are incorporated by reference into
Part III of this Form 10-K, to the extent provided herein.
<PAGE>
                              PEPSIAMERICAS, INC.

                      INDEX TO ANNUAL REPORT ON FORM 10-K

                          YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
ITEM NO.                                                                PAGE NO.
--------                                                                --------
<S>       <C>                                                           <C>
PART I

Item 1.   BUSINESS....................................................      3

Item 2.   PROPERTIES..................................................     10

Item 3.   LEGAL PROCEEDINGS...........................................     10

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........     11

PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.........................................     14

Item 6.   SELECTED FINANCIAL DATA.....................................     14

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS...................................     18

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................     25

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE....................................     61

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS............................     61

Item 11.  EXECUTIVE COMPENSATION......................................     61

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT..................................................     61

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............     61

PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM
          8-K.........................................................     62
</TABLE>

2
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                                     PART I

ITEM 1.  BUSINESS

GENERAL

    PepsiAmericas, Inc. and its subsidiaries (collectively, "PAS") manufacture,
package, sell and distribute a variety of carbonated and non-carbonated soft
drink products and bottled water in the United States and the Caribbean.

    On July 17, 1998, P-PR Transfer LLP, a partnership principally owned by
Pohlad Companies acquired a controlling interest in PAS, formerly known as
Pepsi-Cola Puerto Rico Bottling Company. Effective with the change in control,
PAS and two other related party entities, Delta Beverage Group, Inc. ("Delta")
and Dakota Beverage Company, Inc. ("Dakota"), shared common ownership and were
under the common control of Pohlad Companies.

    Effective October 15, 1999, PAS combined with Delta and Dakota in a
transaction accounted for as a merger of entities under common control. Pohlad
Companies continues to be the controlling shareholder in PAS. In conjunction
with the closing of the acquisitions, PAS obtained a $185 million credit
facility from a syndicate of banks led by Bank of America, N.A. PAS used the
credit facility to pay costs related to the acquisitions and to re-finance
existing debt, with the remaining balance available for working capital and
future acquisitions.


    During 1999, PAS completed two acquisitions. In July 1999, PAS acquired the
franchise rights to Seven-Up and several other Cadbury Schweppes brands in
Puerto Rico for an aggregate cost of $12 million. In December 1999, PAS
purchased the soft drink business of Desnoes and Geddes, a PepsiCo franchisee in
Jamaica, for a net cost of approximately $22 million.


    PAS operates under exclusive franchise agreements with soft drink brand
owners, including master bottling and fountain syrup agreements with PepsiCo,
Inc. ("PepsiCo"), for the manufacture, packaging, sale and distribution of
specified Pepsi-Cola products in Puerto Rico, Jamaica and specified territories
in the United States. The franchise agreements contain operating and marketing
commitments and conditions for their termination. PAS also distributes beer and
malt beverages pursuant to exclusive distributor agreements in a limited portion
of its territory.

    THIS REPORT ON FORM L0-K CONTAINS FORWARD LOOKING STATEMENTS OF EXPECTED
FUTURE DEVELOPMENTS. PAS WISHES TO ENSURE THAT SUCH STATEMENTS ARE ACCOMPANIED
BY MEANINGFUL CAUTIONARY STATEMENTS PURSUANT TO THE SAFE HARBOR ESTABLISHED IN
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE FORWARD LOOKING
STATEMENTS IN THIS REPORT REFER TO THE ABILITY OF PAS TO IMPLEMENT PRICING
INITIATIVES IN A MANNER THAT IMPROVES THE PRICING ENVIRONMENT IN THE
MARKETPLACE, ITS ABILITY TO GENERATE COST SAVINGS, ITS ABILITY TO PAY DIVIDENDS,
ITS EXPECTED FUTURE CAPITAL EXPENDITURES AND ITS ABILITY TO RESTORE
PROFITABILITY THROUGH THESE PRICING INITIATIVES AND COST SAVINGS. THESE FORWARD
LOOKING STATEMENTS REFLECT MANAGEMENT'S EXPECTATIONS AND ARE BASED UPON
CURRENTLY AVAILABLE DATA; HOWEVER, ACTUAL RESULTS ARE SUBJECT TO FUTURE EVENTS
AND UNCERTAINTIES WHICH COULD MATERIALLY AFFECT ACTUAL PERFORMANCE. PAS'S FUTURE
PERFORMANCE ALSO INVOLVES A NUMBER OF RISKS AND UNCERTAINTIES. AMONG THE FACTORS
THAT COULD CAUSE ACTUAL PERFORMANCE TO DIFFER MATERIALLY ARE: CONTINUED
COMPETITIVE PRESSURES WITH RESPECT TO PRICING IN PAS'S MARKETS; THE INABILITY TO
ACHIEVE COST SAVINGS DUE TO UNEXPECTED DEVELOPMENTS; CHANGED PLANS REGARDING
CAPITAL EXPENDITURES; ADVERSE DEVELOPMENTS WITH RESPECT TO ECONOMIC, CLIMATIC
AND POLITICAL CONDITIONS IN PAS'S MARKETS; THE IMPACT OF SUCH CONDITIONS ON
CONSUMER SPENDING; POSSIBLE TERMINATION OF PAS'S FRANCHISE AGREEMENTS; ADVERSE
EVENTS AFFECTING THE POPULARITY OF PEPSICO PRODUCTS; ADVERSE EFFECTS OF
GOVERNMENT REGULATIONS, INCLUDING ENVIRONMENTAL REGULATIONS; POSSIBLE PRODUCT
LIABILITY IF ANY OF PAS'S PRODUCTS CAUSE INJURY, ILLNESS OR DEATH; POSSIBLE
PRODUCT RECALL OF PAS'S PRODUCTS THAT BECOME CONTAMINATED OR ARE DAMAGED OR
MISLABELED; AND POSSIBLE UNFAVORABLE DECISIONS IN THE PENDING LITIGATION AGAINST
DELTA.

                                                                               3
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

PRINCIPAL MARKETS

    PAS manufactures, packages, sells and distributes Pepsi-Cola soft drinks,
Seven-Up and other products in exclusive franchise territories that include
Puerto Rico and Jamaica, and portions of Arkansas, Iowa, Louisiana, Minnesota,
Mississippi, North Dakota, South Dakota, Tennessee and Texas. PAS has received
certain rights and preferences for expansion of its exclusive business from
PepsiCo, including further expansion in the Caribbean.

BUSINESS STRATEGY

    PAS's strategy is intended to capitalize on the key trends in the beverage
industry as well as its strengths, which include a broad portfolio of global
brands supported by PepsiCo's marketing programs, an extensive range of other
products, an effective distribution system, scale in operations and purchasing,
and an experienced management team. PAS plans to continue to manufacture,
package, sell and distribute a broad array of brands in all beverage categories.
Specifically, PAS's long-term strategic objectives are to (1) increase volume
and market share in its existing territories through coordinating its
franchisors' advertising and marketing campaigns with PAS's regional and local
marketing efforts, (2) improve operating margins by emphasizing higher margin
packages and controlling the level of retail discounts, (3) pursue acquisitions
that leverage PAS's existing structure or managerial expertise, (4) strengthen
PAS's corporate culture and develop its human resources, and (5) maximize
operating efficiencies by utilizing emerging technologies to improve customer
service and communications and increase the efficiency of logistics and
distribution operations.

PRODUCTS

SOFT DRINKS

    The following table sets forth products of PepsiCo, Cadbury Schweppes and
other franchisors that PAS produces and/or distributes. This brand line-up is
not present in every location, but overall is representative of PAS's offerings
in the United States. The variety of brands is more limited in Puerto Rico and
Jamaica. PAS packages and distributes products in one and two liter PET bottles,
20 and 24 ounce PET bottles, aluminum cans in six packs, 12-packs, 20-packs and
24-packs and five gallon containers.

<TABLE>
<CAPTION>
                   PepsiCo Products                      Cadbury Products         Seagrams
-------------------------------------------------------  ----------------  -----------------------
<S>                            <C>                       <C>               <C>
Pepsi                          Caffeine Free Pepsi       Dr Pepper         Tonic Water
Wild Cherry Pepsi              Pepsi One                 Diet Dr Pepper    Club Soda
Diet Pepsi                     Caffeine Free Diet Pepsi  Seven-Up*         Ginger Ale
Mountain Dew                   Diet Mountain Dew         Diet Seven-Up*
                                                                                    Other
                                                                           -----------------------
Slice                          All Sport                 Cherry Seven-Up*
Mug Root Beer                  Wonder Kola               Canada Dry
                                                                           Welch Foods Fruit Juice
Tropicana                      Aquafina                  Country Time      Hawaiian Punch
Ting**                         Ocean Spray               Crush             Sunny Delight
Old Jamaica Ginger Beer**                                Crystal Light     Monarch
D&G Flavors**                                            Schweppes         Yoo-Hoo
                                                         Squirt
                                                         Sunkist
<CAPTION>
            PepsiCo Joint Venture Products
-------------------------------------------------------
<S>                            <C>                       <C>               <C>
                   Lipton Iced Teas
                  Starbucks Frappucino
</TABLE>

---------

 *  Brand owned by PepsiCo in Jamaica but owned by Cadbury Schweppes in United
    States and Puerto Rico.

**  Ting, Old Jamaica Ginger Beer and D&G Flavors are brands owned by PepsiCo in
    Jamaica. Ting, Old Jamaica Ginger Beer and D&G Flavors are owned by PAS
    outside the Caribbean.

4
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

BEER

    The following table sets forth products of Miller Brewing Company, Heineken
USA Incorporated and other brewers or licensors that PAS distributes through a
joint venture. PAS distributes these products in glass bottles, aluminum cans in
six-packs, 12-packs, 24-packs, and a variety of bulk draft containers.

<TABLE>
<CAPTION>
   Miller Products     Heineken Products
---------------------  -----------------
<S>                    <C>
Miller Beer            Heineken
Miller Lite            Amstel Light
Miller Genuine Draft
                        Other Products
                       -----------------
Miller High Life
Lowenbrau Special
                       Dixie Beer
Lowenbrau Dark         Pete's Wicked Ale
Lowenbrau Malt Liquor  Shiner Bock
Magnum
Milwaukee's Best
Milwaukee's Best
Light
Sharp's
Icehouse
Lite Ice
Red Dog
Molson Golden
Molson Ice
Foster's Lager
</TABLE>

FRANCHISE AND DISTRIBUTION ARRANGEMENTS

    PAS's agreements with PepsiCo provide that PAS may not manufacture, package,
deliver and sell products that compete with the identified flavors within a
territory. The agreements with PepsiCo have perpetual terms with no definitive
termination dates. PepsiCo may terminate the agreements if PAS fails to comply
in any material respect with the terms and conditions of the agreements, subject
to a right to cure in certain instances. In addition, PepsiCo may terminate the
agreements if there is a change of effective control without PepsiCo's prior
written consent.

    The franchise agreements with Cadbury Schweppes and other brand owners are
similar in form and effect to the PepsiCo franchise agreements.

    PAS has a sales and distribution agreement with Welch Foods Inc. ("Welch's")
for the right to sell and distribute non-carbonated fruit juice beverages under
the Welch's trademark in Puerto Rico. PAS must purchase the product from certain
authorized sellers and may not manufacture, sell or distribute certain specified
brand names which compete with Welch's products.

    The distribution agreements with Miller, Heineken and the other brewers
generally have perpetual terms with no definitive termination dates. Miller or
Heineken may terminate their agreement under certain circumstances, including
upon a change in control without prior approval.

PRODUCTION

    PAS, with the exception of Dakota, produces the majority of its product
offerings. SEE ITEM 2. PROPERTIES FOR A DESCRIPTION OF THE PRODUCTION
FACILITIES.

    Dakota purchases the majority of its product offerings from Wis-Pak, Inc.
("Wis-Pak"), a soft drink bottling and canning cooperative. Dakota has a
bottling line, but it is dedicated to the production of soft drinks

                                                                               5
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

exclusively for Wis-Pak. The shareholders of Wis-Pak, including Dakota, have
entered into long-term contracts under which they purchase 100% of their PepsiCo
products from Wis-Pak. Prices for products are established by Wis-Pak and
approved by Wis-Pak's Board of Directors. Rebates are distributed to the
shareholders annually based on Wis-Pak's profitability. Dakota is the second
largest shareholder in Wis-Pak with a 12% economic interest. Dakota has
historically purchased approximately 11% of Wis-Pak's production annually.
Dakota has one seat on Wis-Pak's 12-member board of directors.

    PAS purchases a portion of its product offerings in finished form for sale
through its distribution system. Purchased products are typically non-carbonated
products with ingredients that require a manufacturing process that PAS does not
have. Examples of these products include certain juice and tea-based products.

RAW MATERIALS

    Soft drinks are produced by mixing water, concentrate and sweetener and
injecting carbon dioxide gas into the mixture to produce carbonation. Prior to
mixing, the water is processed to eliminate mineral salts, chlorinated and then
passed through purification tanks containing sand filters, to eliminate
remaining impurities, and carbon filters, to eliminate chlorine taste, copper
and odors. The purified water is then combined with processed sweetener and
concentrate. The mixture is then carbonated and bottled in prewashed bottles or
aluminum cans. PAS maintains a laboratory area at each production facility,
where raw materials are tested and samples of soft drink products are analyzed
to ensure quality control.

    The raw materials used by PAS in the production of soft drinks include
concentrate, water, sugar or high fructose corn syrup, carbon dioxide gas, glass
and plastic bottles, closures, aluminum cans and other packaging material. PAS
obtains water from publicly available supplies (such as municipal water systems)
and from its own drilled wells. A substantial portion of the raw materials,
including aluminum cans, closures, other packaging materials and fructose, are
purchased through Consolidated Purchasing Group, Inc. ("CPG"). PAS and other
franchisees of PepsiCo are members of CPG. The members submit their raw material
requirements to CPG which then negotiates with suppliers and makes purchases
based on the combined requirements of all CPG members. PAS believes that the
magnitude of CPG's purchases gives it greater influence with suppliers than PAS
could achieve on a stand-alone basis.

    None of the raw materials or supplies used by PAS is currently in short
supply, although the available supply of certain materials could be adversely
affected in the future due to reasons outside PAS's control.

SALES AND DISTRIBUTION

    PAS distributes products by conventional route delivery, bulk presell
delivery and route presell delivery. In conventional route delivery, a truck
owned or leased by PAS is loaded with PAS's beverage products and visits each of
PAS's customers along an assigned distribution route. The customer places orders
and accepts delivery of the amount of PAS's products needed at that time. The
drivers and salespeople are PAS employees.

    In bulk presell delivery, PAS account representatives and key account
salespeople visit customers assigned to their route and take orders for PAS
products. These orders are processed and the products are delivered the next day
by independent truck drivers or by PAS employees in company-owned or leased
trucks. The bulk presell method is used primarily for wholesalers and large
retailers, and is more prevalent in the United States than in the Caribbean.

    In route presell delivery, PAS employees visit customers assigned to their
route and take orders for PAS products. These orders are processed and the
products are delivered the next day by PAS employees in company-owned or leased
trucks. PAS believes this method provides better route coverage in densely
populated areas and facilitates the distribution of PAS's existing products as
well as the introduction of new

6
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

products. This method of distribution is more prevalent in the United States
than in the Caribbean. PAS emphasizes route presell delivery where feasible.

    In addition, PAS uses "single service" and "full service" vending machines
throughout PAS's territories. In the "single service" format, the proprietor of
the location of the machine purchases PAS's products while in the "full service"
format, PAS pays a commission to the proprietor, services the machine and
retains the profit from sales from the machines.

MARKETING

    PAS directs its marketing efforts toward brand and package management, key
account management, promotional activities and merchandising. A primary basis of
competition among soft drink bottling companies is sales promotion activities,
including television, radio and billboard advertising and point of purchase
promotional devices, such as display racks and cases, clocks, neon signs and
other merchandise and equipment bearing the product logo and placed in retail
outlets where PAS products are sold. PAS coordinates its marketing programs with
the franchisors. National advertising campaigns are developed by the
franchisors, while local advertising campaigns are jointly developed by the
franchisors and PAS. PAS shares the cost of point-of-purchase promotional
devices, excluding design costs. PAS believes that its marketing programs allow
it to compete effectively in its territories.

    The goal of these activities is to position PAS's brands to compete
effectively in the marketplace and to obtain "feature" retail advertisements and
displays in high volume retail outlets. End-aisle and secondary displays are
generally limited to special promotions and advertisements designed to stimulate
sales and encourage impulse purchases. As a service to customers and to better
merchandise its products, PAS builds displays in conjunction with promotional
programs and for restocking products in grocery stores, mass merchandise outlets
and convenience stores.

    A significant portion of PAS's promotional effort focuses on price
discounting and allowances, newspaper advertising and coupons. PAS pays retail
stores under annual marketing agreements for the right to be included in the
retailer's advertising programs. Retail promotional programs are PAS's most
significant marketing expenditures and are supported through cost-sharing
arrangements with the franchisors. Other marketing expenditures are also
typically supported by the franchisors. National media advertising is funded
primarily by the franchisors, while local media advertising is funded through
cost-sharing arrangements.

    PAS frequently uses promotional campaigns such as concerts and sports
events, merchandise giveaways, contests and similar programs to increase sales
of its products. These programs are typically heavily advertised and frequently
result in increased sales and higher per capita consumption of PAS's products
during the time the program is being conducted.

    PAS sells its products in a variety of packages. In order to increase sales
and per capita consumption of its products, PAS continually examines sales data
and customer preferences in order to develop a mix of packaging formats which
consumers will consider most desirable. The package mix is an important
component of PAS's marketing plan and its profitability. The various packages
have different gross margin contributions. Single serve packages served cold and
ready for immediate consumption typically have better margins, despite a higher
cost of production, than take-home packages. Packages that are multi-packed or
of a larger quantity of product are generally for consumption in the home where
value is an important consideration for the buyer, and margins and the cost of
production are lower than single serve packages. All the packaging formats
utilized by PAS for soft drink products are subject to the approval of the
franchisors.

                                                                               7
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

COMPETITION

    The beverage industry is highly competitive. PAS products compete with all
varieties of liquid refreshments. Carbonated soft drink products compete with
other major commercial beverages, such as coffee, milk and beer, as well as
non-carbonated soft drinks, citrus and non-citrus fruit drinks, water and other
beverages. Sales of beverages occur in a variety of locations, including
supermarkets, retail and convenience stores, restaurants and vending machines.

    Competitors in the soft drink industry include bottlers and distributors of
nationally advertised and marketed products as well as chain store and private
label soft drinks. The principal methods of competition include brand
recognition, price and price promotion, retail space management, service to the
retail trade, new product introductions, packaging changes, distribution methods
and advertising. PAS's primary competitor in the United States is Coca-Cola
Enterprises Inc. ("CCE"). PAS believes that its flexibility and innovation in
developing and implementing new methods of marketing, merchandising and
distributing its products permit it to compete effectively against CCE.

    The soft drink industry in the Caribbean is highly competitive which results
in intense price competition. PAS's principal competitors in the Caribbean are
the local bottlers and distributors of Coca-Cola and/or regional products. PAS's
other competitors include bottlers and distributors of nationally and regionally
advertised and marketed products, as well as bottlers of smaller private label
soft drinks.

GOVERNMENT REGULATION

    PAS is subject to the regulatory oversight of the U.S. Department of
Agriculture and Department of Labor, the Food and Drug Administration, the
Occupational Safety and Health Administration, the Environmental Protection
Agency and the Puerto Rico Environmental Quality Board. PAS is required to
obtain and maintain municipal licenses for its bottling plants. PAS is currently
in compliance with such requirements. Additionally, PAS routinely obtains the
necessary approvals from municipal authorities to operate certain machinery and
equipment, such as boilers, steamers, compressors and precision instruments.

    In Puerto Rico, wastewater from the Toa Baja bottling plant is discharged
pursuant to a permit to a collection and treatment system owned by the Puerto
Rico Aqueduct and Sewer Authority ("PRASA"). PAS previously entered into a
stipulation with PRASA which allowed PAS to discharge wastewater in excess of
pretreatment standards, for which PAS paid a surcharge. In 1998, PAS applied to
have the permit reissued. On October 29, 1998, PRASA reissued the permit but
without the excess wastewater and surcharge provision. PAS is negotiating with
PRASA regarding the new permit and required effluent standards. If an agreement
with PRASA cannot be reached, PAS will be required to construct an on-site
wastewater treatment system. The cost of new treatment system may have a
material adverse effect on PAS's future financial performance.

    In Jamaica, PAS is subject to the regulatory oversight of the Ministry of
Labor and Bureau of Standards. PAS is required to obtain and maintain licenses
relating to the safety and operation of its bottling plant in Jamaica. PAS is
currently in compliance with such requirements. In addition, PAS is subject to
the regulatory oversight of the National Resources Conservation Authority
("NCRA"). A plan to reduce the discharge of effluent from PAS's bottling plant
has been submitted to the NCRA. The NCRA requires PAS to monitor wastewater
discharge and submit relevant periodic data to the NCRA. Although levels of
effluent discharge are currently in excess of the NCRA's Trade Effluent
Standards, no penalties or fines have been incurred to date. If an agreement
with the NCRA cannot be reached with respect to wastewater discharge, the NCRA
may require PAS to construct a water treatment facility, the cost of which may
have a material adverse effect of PAS's future fianncial performance in Jamaica.
The cost of any such treatment facility would be shared by a bottler operating
on the property contiguous to PAS's leased property in Jamaica.

8
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

TAXATION

    Specific soft drink taxes have been imposed in some states for several
years. Of the states in which PAS conducts business, Arkansas and Tennessee both
impose specific soft drink taxes. PAS believes it is in compliance with all tax
regulations pertaining to its operations.

    The Puerto Rican government currently imposes an excise tax on carbonated
beverages of 5% of the "taxable price in Puerto Rico." The "taxable price in
Puerto Rico" for a product manufactured in Puerto Rico is effectively defined
under the Puerto Rico Excise Act as 72% of the manufacturer's sales price. PAS
is thus subject to an excise tax at an effective rate of 3.6% (or 5% of 72%) of
the price at which it sells its soft drink products.

    The Jamaican government currently imposes a general consumption tax on
consumer products. Such general consumption tax is paid by PAS on the purchase
of raw materials used in its bottling operation. To the extent PAS is not the
end user of such materials, PAS recoups such general consumption tax from its
customers upon the sale of finished goods.

EMPLOYEES

    As of December 31, 1999, PAS had approximately 3,000 full-time employees.
Approximately 20% of PAS employees are represented by a labor union. PAS has not
experienced any labor strikes or work stoppages, and believes that the
relationship between it and its employees and their labor unions is excellent.

    PAS makes a variety of benefits available to its employees. In particular,
PAS sponsors tax-qualified retirement savings plans that permit eligible
employees to defer a portion of their salary on a tax-deferred basis and receive
a matching contribution from PAS. In addition, PAS sponsors welfare benefits
programs that provide health, dental, life and accidental death and
dismemberment insurance coverage to substantially all employees. PAS maintains
and contributes to two defined benefit pension plans for its Puerto Rican
employees. PAS also provides additional benefits to its executive employees.
These plans provide bonus, incentive and deferred compensation to eligible
executive employees. See "Executive Compensation."


    In Jamaica, PAS provides a contributory medical and life insurance plan to
its employees, with approximately 50% of the cost of such plan being paid by
such employees.


INVESTMENT IN BAESA

    PAS previously owned approximately 17% of the outstanding capital stock of
Buenos Aires Embotelladora S.A. ("BAESA"), a South American bottler of PepsiCo
products. Until June 30, 1996, PAS exercised significant influence over the
management of BAESA, subject to the right of PepsiCo and certain of its
affiliates to approve certain management decisions. As of July 1, 1996, PepsiCo
assumed operating control of BAESA and PAS no longer controlled or had
significant influence over the management or operations of BAESA. In 1998,
BAESA's financial restructuring plan diluted PAS's equity interest to 0.34%.

    In 1998, the PAS Board of Directors declared a dividend consisting of the
shares of capital stock of BAESA owned by PAS. The dividend was distributed on
June 17, 1998 to PAS's shareholders of record as of May 28, 1998. The
distribution was made on a pro rata basis to the holders of PAS's outstanding
Class A shares and Class B shares. The carrying value of the capital stock of
BAESA had been written down to zero at September 30, 1996. PAS's financial
information for fiscal year 1996 and earlier reflects PAS's equity interest in
BAESA during those periods.

                                                                               9
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

ITEM 2.  PROPERTIES

    PAS currently bottles and cans soft drink products in five production
facilities: (i) a 50,000 square foot production facility in Fargo, North Dakota,
(ii) a 80,000 square foot production facility in Toa Baja, Puerto Rico, (iii) a
110,000 square foot production facility in Collierville, Tennessee, (iv) a
120,000 square foot production facility in Reserve, Louisiana, and (v) a 75,000
square foot production facility in Kingston, Jamaica. In addition, PAS operates
from 37 distribution facilities in the United States and two distribution
facilities in Puerto Rico, with an additional facility opening in 2000. In
Jamaica, distribution currently takes place through independent distributers.
PAS believes that its facilities will be sufficient to meet anticipated needs
for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

    In August 1993, Delta was named in a lawsuit filed in the District Court of
Morris County, Texas by a number of soft drink bottlers and distributors.
Additional defendants include PepsiCo, Pepsi-Cola Company, The Coca-Cola
Company, and CCE. The plaintiffs allege that the defendants engaged in unfair
trade practices and conspired to monopolize the soft drink industry in eastern
Texas, Louisiana and Arkansas in violation of the Texas Free Enterprise Act and,
alternatively, state antitrust statutes. The expert witness retained by the
plaintiffs has theorized in deposition testimony that total damages to all
plaintiffs could be as high as $33 million. The defendants assert that there is
no evidence of antitrust injury or direct causation, and therefore no antitrust
violations occurred. The expert witness retained by the defendants has testified
that total damages to all plaintiffs would range from $0 to $10 million. Any
damages awarded would likely be allocated among all defendants. The lawsuit has
been bifurcated into two groups of plaintiffs, with trial scheduled to begin on
April 26, 2000 for the first group of plaintiffs. Delta intends to continue to
vigorously defend itself fully in this action. The defendants believe that a
large recovery in this lawsuit is unlikely. However, an unfavorable decision in
this case could have a material adverse effect on Delta's financial condition.

    In November and December 1999, Delta was named a defendant in several class
action lawsuits filed in the District Court of the Parish of St. John the
Baptist, Louisiana, by a group of residents near Delta's facility in Reserve,
Louisiana. The residents complained of personal injuries resulting from noxious
fumes emitted from the wastewater pond owned by the Port of South Louisiana,
into which Delta discharges its wastewater. There are approximately 4,000
potential plaintiffs. No dollar amount has been demanded to date; Delta intends
to fully defend itself in this action.

    Delta owns 62% of the Pepsi-Cola/Seven-Up Beverage Company of Louisiana (the
"Joint Venture"), which distributes beer in the New Orleans metropolitan area.
The Miller distributor agreement provides that a distributor cannot be owned
directly or indirectly by a publicly-held company. Because Delta is owned by
PAS, a publicly-held company, PAS is working with Miller to resolve this
ownership issue. No assurance can be given that PAS will be able to resolve this
issue with Miller.

    From time to time, PAS is involved in various other legal proceedings
arising in the ordinary course of business. PAS believes the ultimate resolution
of such litigation will not have a material adverse effect on PAS's business,
financial condition or results of operations.

10
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    A Special Meeting of Shareholders was held on October 1, 1999. Four
proposals were submitted for shareholder approval. Holders of PAS common stock
voted as a single class on all matters, except Proposal No. 2 was also voted
upon separately by the holders of PAS Class B Common Stock. All of the proposals
passed with voting results as follows:

    (1) To approve the issuance of 65,070,006 shares of Class B Common Stock in
       connection with the proposed acquisition of Delta Beverage Group, Inc.
       and Dakota Beverage Company, Inc. pursuant to exchange agreements,
       effective June 28, 1999.

<TABLE>
<CAPTION>
              PAS common stock
              ----------------
<S>       <C>             <C>        <C>
For:      41,733,093      Against:    39,668
Abstain:      66,332      Non-Vote:        0
</TABLE>

    (2) To approve an amendment to the Certificate of Incorporation to increase
       the number of authorized shares of capital stock to 150,000,000 from
       40,000,000 and to increase the number of authorized shares of Class B
       Common Stock to 145,000,000 from 35,000,000.

<TABLE>
<CAPTION>
              PAS common stock
              ----------------
<S>       <C>             <C>        <C>
For:      41,425,922      Against:   350,174
Abstain:      62,997      Non-Vote:        0

<CAPTION>
          PAS Class B Common Stock
          ------------------------
<S>       <C>             <C>        <C>
For:      11,425,922      Against:   350,174
Abstain:      62,997      Non-Vote:        0
</TABLE>

    (3) To approve an amendment to the Certificate of Incorporation of
       Pepsi-Cola Puerto Rico Bottling Company to change its name to
       PepsiAmericas, Inc.

<TABLE>
<CAPTION>
              PAS common stock
              ----------------
<S>       <C>             <C>        <C>
For:      41,748,412      Against:    30,002
Abstain:      60,679      Non-Vote:        0
</TABLE>

    (4) To approve the 1999 Stock Option Plan.

<TABLE>
<CAPTION>
              PAS common stock
              ----------------
<S>       <C>             <C>        <C>
For:      41,597,895      Against:   162,587
Abstain:      78,611      Non-Vote:        0
</TABLE>

                                                                              11
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

EXECUTIVE OFFICERS OF PAS

    The executive officers of PAS are elected by the Board of Directors and
serve at its discretion. There is no family relationship among any of the
officers or directors. The following table sets forth certain information
regarding the executive officers of PAS as of February 1, 2000.

<TABLE>
<CAPTION>
        Name               Age                            Position
---------------------      ---      -----------------------------------------------------
<S>                        <C>      <C>
Robert C. Pohlad           45       Chairman and Chief Executive Officer

Kenneth E. Keiser          48       President and Chief Operating Officer

John F. Bierbaum           55       Chief Financial Officer and Senior Vice President

Bradley J. Braun           45       Vice President, Finance and Assistant Secretary

Jay S. Hulbert             46       Vice President, Operations

Raymond R. Stitle          46       Vice President, Human Resources

Lawrence J. Flood          40       Vice President and General Manager

George W. Haugo            55       Vice President and General Manager

Michael G. Naylor          41       Vice President and General Manager

Charles M. Pullias         50       Vice President and General Manager

A. David Velez             45       Vice President and General Manager
</TABLE>

    The following is a brief description of the business background of each of
the executive officers of PAS.

    ROBERT C. POHLAD.  Mr. Pohlad has served as Chief Executive Officer and as a
director of PAS since July 1998. Mr. Pohlad has been a director and Chief
Executive Officer of Delta, a wholly-owned subsidiary of PAS, since 1988. Since
1987, Mr. Pohlad has also served as President of Pohlad Companies, the
controlling shareholder of PAS. Prior to 1987, Mr. Pohlad was Northwest Area
Vice President of the Pepsi-Cola Bottling group. Mr. Pohlad is also currently a
director of Mesaba Holdings, Inc., Grow Biz International, Inc. and Delta.

    KENNETH E. KEISER.  Mr. Keiser has served as President and Chief Operating
Officer of PAS since July 1998. Mr. Keiser has been President and Chief
Operating Officer of Delta since 1990. From 1976 to 1990, he was employed by the
Pepsi-Cola Bottling Group in various capacities, including Division Vice
President of the Central Division from 1989 to 1990, Vice President of the
Minneapolis Area from 1986 to 1989, Director of Corporate Trade Development from
1985 to 1986, Area Vice President of Philadelphia from 1982 to 1985, and various
other capacities from 1976 to 1985.

    JOHN F. BIERBAUM.  Mr. Bierbaum has served as Chief Financial Officer of PAS
since July 1998 and Senior Vice President since February 2000. Mr. Bierbaum has
been a director (since 1993) and Chief Financial Officer of Delta (since 1988).
Mr. Bierbaum was also Chief Financial Officer of the Pohlad Companies, a holding
and management services company, which has a beneficial ownership interest in
and provides management services to PAS. Mr. Bierbaum has been associated with
the Pohlad Companies from 1975 to 1999 in a variety of capacities, including his
current position. From 1986 to 1988, Mr. Bierbaum served as Vice President of
the Pepsi-Cola Bottling Company of Tampa.

    BRADLEY J. BRAUN.  Mr. Braun became Vice President of Finance and Assistant
Secretary for PAS in July 1998. Mr. Braun has been Vice President of Finance of
Delta since 1991. Prior to joining Delta, Mr. Braun served as Controller of
Dakota, a PepsiCo franchise bottler, which was at that time a wholly owned
subsidiary of the Pohlad Companies.

12
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

    JAY S. HULBERT.  Mr. Hulbert joined PAS in July 1998 as Vice
President--Operations. Mr. Hulbert has also been Vice President-Operations for
Delta since 1988. Prior to joining Delta, Mr. Hulbert spent seven years working
for the Pepsi-Cola Bottling Group in a variety of capacities.

    RAYMOND R. STITLE.  Mr. Stitle joined PAS in May 1998 as Director, Human
Resources, and became Vice President, Human Resources in November 1999.
Mr. Stitle has also been Vice President of Delta since 1988. Prior to joining
Delta, Mr. Stitle was employed by Schering-Plough, and earlier by Pepsi-Cola
USA.

    LAWRENCE J. FLOOD.  Mr. Flood has served as Vice President and General
Manager of PAS since November 1999. Prior to joining PAS, Mr. Flood served as
General Manager of the New Orleans and Shreveport divisions of Delta since
August 1994.

    GEORGE W. HAUGO.  Mr. Haugo has served as Vice President and General Manager
of PAS since November 1999. Prior to joining PAS, Mr. Haugo served as Vice
President--Sales for Dakota since 1965.

    MICHAEL G. NAYLOR.  Mr. Naylor has served as Vice President and General
Manager of PAS since November 1999. Mr. Naylor has also served as Vice President
and General Manager of Delta since September 1994. Prior to joining Delta,
Mr. Naylor was employed by Dr. Pepper/Seven-Up Co.

    CHARLES M. PULLIAS.  Mr. Pullias has served as Vice President and General
Manager of PAS since November 1999. Mr. Pullias has also served as Vice
President and General Manager of Delta since July 1991.

    A. DAVID VELEZ.  A. David Velez has served as Vice President and General
Manager of PAS since November 1999, and has also been President of Pepsi-Cola
Puerto Rico Distribution Co. since July 1998. He was the General Manager for
BAESA's operations in Rio de Janeiro from October 1995 to February 1997. Prior
to that he was the General Manager for PepsiCo's Miami bottling operations.

                                                                              13
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    As of March 10, 2000, there were (i) 5,000,000 shares of Class A Common
Stock, par value $.01 per share (the "Class A Shares"), issued and outstanding
and held by two shareholders of record, and (ii) 82,314,377 shares of Class B
Common Stock, par value $.01 per share (the "Class B Shares"), issued and
outstanding and held by 2,365 registered shareholders of record. The principal
market for PAS's Class B Common Stock is the New York Stock Exchange, Inc. (the
"NYSE"). The Class A Shares are not listed for trading on any securities
exchange.

    PAS Class B Common Stock, which currently trades under the symbol "PAS," has
been listed for trading on the NYSE since September 20, 1995. The following
table sets forth, for the periods indicated, the high and low sales prices of
PAS Class B Common Stock on the NYSE as reported in the consolidated transaction
reporting system.

<TABLE>
<CAPTION>
                                                               High       Low
                                                              -------   -------
<S>                                                           <C>       <C>
Fiscal 1998
  First Quarter                                               $7.6875   $6.3125
  Second Quarter                                              $8.0000   $6.0625
  Third Quarter                                               $7.7500   $6.6250
  Fourth Quarter                                              $9.0630   $6.0000

Three Months December 31, 1998                                $6.2500   $4.6250

Calendar 1999
  First Quarter                                               $6.9375   $4.7500
  Second Quarter                                              $5.7500   $4.1250
  Third Quarter                                               $6.0000   $5.0000
  Fourth Quarter                                              $5.8125   $3.4375
</TABLE>

    PAS's Board of Directors from time to time may declare, and PAS may pay,
dividends on its outstanding shares of Common Stock in the manner and upon the
terms and conditions provided by law. Pursuant to the terms of the Credit
Agreement (as defined below), PAS may not pay dividends without the consent of
Bank of America, N.A. if an event of default under the Credit Agreement
(including a violation of the financial restrictions) has occurred or would
occur because of the payment of dividends.

ITEM 6.  SELECTED FINANCIAL DATA

    The following table presents summary financial results and other information
of PAS and its subsidiaries. This data has been derived from the historical
consolidated financial statements of PAS (formerly known as Pepsi-Cola Puerto
Rico Bottling Company), except for the pro forma 1998 results described below.
Such historical results have been restated for the combination of interests
transaction described below. Prior to January 1, 1999, PAS's fiscal year end was
September 30. Effective at that date, PAS changed its fiscal year-end to
December 31. As a result, PAS reported its results for the three-month period
ended December 31, 1998 to conform to the new fiscal year-end. For comparison
purposes, selected financial data is presented for the corresponding three-month
period in the prior year.

    On October 15, 1999, PAS combined with Delta and Dakota in a transaction
accounted for as a merger of entities under common control with the acquisition
of certain minority interests in Delta recognized using the "purchase" method of
accounting. PAS's consolidated financial statements have been restated beginning

14
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

July 17, 1998 (the earliest date upon which common control existed in each of
PAS, Delta and Dakota) to include the financial position and results of
operations of the combined companies since that date.

    For comparison purposes only, pro forma selected financial data is presented
for the calendar year ended December 31, 1998, as if the common control
transaction occurred on January 1, 1998.

    This selected financial data should be read together with Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and Item 8. Financial Statements and Supplementary Data (including
the accompanying footnotes to financial statements).

    SPECIAL CHARGES

    Income (loss) from operations for periods presented in the table of Selected
Financial Data has been affected by special charges and credits as follows:

    - In fiscal year ended September 30, 1996, a charge of $2.7 million reflects
      a $1.4 million write-down of the carrying value of a bottling plant in San
      Juan, Puerto Rico that was taken out of service and a $1.3 million
      adjustment of pension costs associated with employee terminations.

    - In fiscal year ended September 30, 1997, a charge of $13.2 million
      represented costs in connection with PAS's settlement of civil litigation
      with shares of its common stock that were contributed to PAS by its
      founding shareholders. In addition a charge of $0.5 million was incurred
      for costs associated with a 5% reduction of the workforce.

    - In fiscal year ended September 30, 1998, charges of $3.3 million were
      incurred related to a restructuring plan, a provision for legal and
      environmental issues and a further write-down of the out-of-service
      bottling plant. PAS also recorded an insurance recovery of $1.3 million
      for loss of business due to Hurricane Georges.

    - In the three months ended December 31, 1998, a charge for $0.2 million
      reflected an asset impairment loss relating to the sale of a division
      engaged in bottling and distribution of bulk water in Puerto Rico. An
      additional $0.3 million of insurance proceeds related to business loss
      from Hurricane Georges was recorded.

    - In the year ended December 31, 1999 PAS incurred an additional loss of
      $0.3 million in the sale of the water division and recorded a provision of
      $3.4 million related to termination of deferred compensation plans at
      Delta and Dakota, following the combination transaction. Professional fees
      of $4.9 million and other costs attributable to conforming the common
      interest were expensed. The deferred compensation plans were revalued to
      reflect the values of those companies in the combination of interests as
      determined by a third party investment bank. PAS was also able to resolve
      certain legal and environmental matters for $0.5 million less than the
      reserve established in fiscal year ended September 30, 1998.

                                                                              15
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                              PEPSIAMERICAS, INC.

                            SELECTED FINANCIAL DATA

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                 Three Months Ended          Fiscal Years Ended September 30
                                                  Pro Forma    ----------------------   -----------------------------------------
                                        1999       1998(1)     12/31/98(2)   12/31/97   1998(2)      1997       1996       1995
                                      --------   -----------   -----------   --------   --------   --------   --------   --------
                                                 (unaudited)        (unaudited)
<S>                                   <C>        <C>           <C>           <C>        <C>        <C>        <C>        <C>
RESULTS OF OPERATIONS
Net Sales                             $575,743    $548,371      $136,646     $25,517    $196,335   $ 99,172   $102,891   $114,301
Gross Profit                           183,517     175,327        42,558       8,318      59,869     30,935     27,935     46,455
Income (loss) from operations(3)        18,998      21,808         5,135        (479)     (1,002)   (21,420)   (26,827)     9,735
Income (loss) before income taxes,
  minority interest, equity in BAESA
  and extraordinary item(3)             (3,314)      1,095           367        (866)     (6,529)   (22,845)   (24,077)     9,118
Income tax benefit (expense)(11)        (4,832)      1,843          (832)       (125)      2,515      3,342      1,205        297
Minority interests, net of taxes(10)      (560)      2,466         2,145          --        (501)        --         --         --
Net income (loss) before equity in
  BAESA and extraordinary item(3)       (8,706)      5,404         1,680        (991)     (4,515)   (19,503)   (22,872)     9,415
Equity in BAESA income (loss) net of
  taxes                                     --          --            --          --          --         --    (51,458)     5,638
Net income (loss)(3)(4)                 (9,450)      5,404         1,680        (991)     (4,515)   (19,503)   (74,330)    15,053
WEIGHTED AVERAGE NUMBER OF SHARES OF
  COMMON STOCK OUTSTANDING              86,829      86,633        86,760      21,500      35,072     21,500     21,500     18,105

PER SHARE DATA(5)

Income (loss) before equity in BAESA  $  (0.11)   $   0.06      $   0.02     $ (0.05)   $  (0.14)  $  (0.91)  $  (1.06)  $   0.52
Net income (loss)                        (0.11)       0.06          0.02       (0.05)      (0.14)     (0.91)     (3.46)      0.83
Dividends declared per share of
  common stock(9)                           --          --            --          --          --         --       0.24       0.27

FINANCIAL POSITION (at end of
  period)

Cash and cash equivalents             $  8,317    $ 23,551      $ 23,551     $13,814    $ 31,405   $ 19,621   $ 18,680   $ 46,091
Working Capital(7)                      60,564      51,598        51,598       2,174      47,883       (813)   (15,072)     2,580
Property and equipment, net            147,779     121,342       121,342      46,466     122,384     45,788     49,936     36,445
Total assets                           516,143     410,085       410,085      88,692     418,475     95,910    109,981    185,666
Long-term debt(8)                      302,050     242,108       242,108      25,516     241,214     26,064      7,575      9,967
Common shareholders equity             109,455      62,058        62,058      42,401      61,807     43,392     49,357    128,649

OTHER DATA

EBITDA(6)                             $ 51,718    $ 44,528      $ 11,192     $ 1,132    $  7,986   $(15,448)  $(70,841)  $ 20,545
Operating cash flows                    24,807      25,289         1,896      (3,554)      4,348     (7,504)    (6,542)    16,497
Capital expenditures                    29,053      22,915         3,146         501       5,517      4,663     24,421     10,418
</TABLE>


------------

 (1) Pro Forma year ended December 31, 1998 is a pro forma unaudited
     presentation to facilitate comparability to fiscal year ended December 31,
     1999.

 (2) Effective January 1, 1999, PAS changed its fiscal year to a calendar year.
     The three months ended December 31, 1998 and the fiscal year ended
     September 30, 1998 have been restated to reflect the common interests
     between PAS, Dakota and Delta from July 18, 1998.

 (3) Includes special charges for the fiscal year ended December 31, 1999 and
     the Pro Forma year 1998 of $8,068 and $1,883, respectively, and special
     charges for the three months ended December 31, 1998 of $(96) and special
     charges for the fiscal years ended September 30, 1998, 1997 and 1996 of
     $1,979, $13,707 and $2,700, respectively. See Item 6. Selected Financial
     Data--Special Charges for detail.

 (4) Includes an extraordinary item in fiscal year ended December 31, 1999 of
     $744, net of tax from early extinguishment of debt.

16
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

 (5) Earnings per share of common stock and dividends declared per share of
     common stock are determined by dividing net income by the weighted average
     number of shares of PAS common stock outstanding during each period and
     dividends declared by the number of shares of PAS common stock outstanding
     at the time of dividend declaration, respectively. Earnings per share
     information for fiscal year 1995 has been adjusted to give effect to a
     stock split that occurred in fiscal year 1995.

 (6) EBITDA consists of net income (loss) before special charges, income taxes,
     interest, dividends on subsidiary's preferred stock and depreciation and
     amortization. EBITDA is included herein to provide additional information
     about PAS's ability to service its debt. EBITDA should not be considered as
     an alternative measure of PAS's net income, operating income, cash flow
     from operating activities or liquidity.

 (7) Working capital represents current assets (excluding cash and cash
     equivalents) less current liabilities (excluding current maturities of
     long-term debt).

 (8) Includes current maturities of long-term debt.

 (9) Excludes dividends of Dakota for distribution of income taxes and profits
     prior to the combination of interests on October 15, 1999.

(10) Minority interest includes the portion of Delta's net income (loss) not
     related to the common interests from July 18, 1998 to October 15, 1999,
     dividends on Delta's preferred stock after taxes July 18, 1998 and the
     minority share of the net income of Delta's joint venture subsidiary after
     July 18, 1998. Minority interests were tax affected.

(11) PAS's consolidated effective tax rate differs from the statutory rate due
     to Puerto Rico tax credits and the non-deductibility of amortization of
     franchise rights. For periods from July 18, 1998 to October 15, 1999,
     income taxes reflect the Subchapter S election of Dakota.

                                                                              17
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

    THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING TERMINOLOGY
SUCH AS "BELIEVES," "ANTICIPATED," "EXPECTS," AND "INTENDS," OR COMPARABLE
TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. HOLDERS
AND POTENTIAL PURCHASERS OF THE COMPANY'S SECURITIES ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS WHICH ARE QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN.


    The primary measurement of unit volume for PAS is the case-sized quantities
of the various consumer packages in which products are produced and sold and may
alternatively be described as hard case sales. PAS also sells premix or draft
products (ready-to-serve beverages which are sold in tanks or kegs) and postmix
products (fountain syrups to which carbonated water must be added). Premix and
postmix products, while effectively containing the identical beverages as
packaged product, are not included in unit volume measurements as they are not
the primary focus of PAS's selling efforts.


    The primary source of revenue for PAS is franchise case sales which are
sales of PAS's branded products directly to retailers whether of package, premix
or postmix configuration. Another source of revenue is contract sales which are
sales to unaffiliated companies that hold soft drink franchises. Contract sales,
which historically represent less than 15% of total net sales, may fluctuate
from year to year, and are made at relatively low prices and gross profit
margins due to the competition for such sales, and are not a primary focus of
management in determining the business strategy of PAS. As a result, management
believes that changes in franchise case sales more accurately measure growth
than changes in total net sales.

GENERAL OVERVIEW

CHANGE IN FISCAL YEAR

    Effective January 1, 1999, PAS changed its fiscal year end from
September 30 to December 31. This discussion includes information for the
interim period from October 1, 1998 through December 31, 1998, which is referred
to as the "interim period" or "1998 interim period." Comparable information for
the three months ended December 31, 1997 is included for discussion purposes.

CHANGE IN CONTROL

    On July 17, 1998, P-PR Transfer, LLP, a partnership principally owned by
Pohlad Companies acquired a controlling interest in PAS, formerly known as
Pepsi-Cola Puerto Rico Bottling Company. Effective with the change in control,
PAS and two other entities, Delta Beverage Group, Inc. ("Delta") and Dakota
Beverage Company, Inc. ("Dakota"), shared common ownership and were under the
common control of Pohlad Companies.

COMBINATION OF INTERESTS

    Effective October 15, 1999, PepsiAmericas combined with Delta and Dakota in
a transaction accounted for as a merger of entities under common control, with
the acquisition of certain minority interests in Delta recognized using the
"purchase" method of accounting. Pohlad Companies continues to be the
controlling shareholder in PAS.

RESTATEMENT OF SELECTED FINANCIAL DATA

    The consolidated financial statements of PAS have been restated beginning
July 17, 1998 to include the combined financial position and results of
operations of PepsiAmericas, Delta and Dakota since that date.

18
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

INCOME TAXES

    PAS's effective income tax rate differs from the U.S. Federal statutory
income tax rate in several respects, most notably non-deductible amortization of
franchise rights, other non-deductible fees and expenses, valuation allowances
provided for losses incurred by PAS's Puerto Rican operations, and adjustments
directly related to the combination of interests transaction and previous
S corporation tax status of Dakota.

SPECIAL CHARGES, NET

    For a discussion of special charges and credits recorded by PAS during the
periods, please see the consolidated financial statements and related notes, and
the information contained in Item 6. Selected Financial Data.

MATTERS AFFECTING COMPARABILITY

    As noted above, PAS changed its fiscal year end to a calendar year end
beginning with the fiscal year ended December 31, 1999. As a result, PAS
reported the results of operations for the interim of the three months ended
December 31, 1998. In order to promote comparability between periods, pro forma
unaudited results of operations for a twelve month period ended December 31,
1998 were included in the table of selected financial data.

    Further, the accounting for the July 1998 transaction creating the common
interests between PAS and Dakota and Delta causes a lack of comparability
between the fiscal years ended September 30, 1998 and 1997. The discussion by
management of the results of operations for those periods will make mention of
reconciling amounts.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO PRO FORMA YEAR ENDED DECEMBER 31, 1998

    Net sales, excluding contract net sales, for the year ended December 31,
1999 increased by 5.0% to $533.8 million compared to $508.3 million for the same
period in 1998. The increase in net sales was partially due to acquisitions
during 1999 as demonstrated below:

<TABLE>
<CAPTION>
                                                               Unit
Increase (decrease) due to:                                   Volume      Net Sales
---------------------------                                   ------      ---------
<S>                                                           <C>         <C>
Base business                                                  4.6%          3.4%
Seven-Up acquisition                                           1.4           1.1
Jamaica acquisition                                            0.7           0.5
                                                               ---           ---
  Aggregated                                                   6.7%          5.0%
                                                               ===           ===
</TABLE>

    The increase in base business was due primarily to a 4.6% increase in
volume, offset by 1.6% decrease in pricing. The decrease in average pricing
reflects a modest mix shift towards can packages of soft drinks which have a
lower net selling price per unit and are sold predominately in grocery stores
that require greater promotional costs. The brands showing strong growth were
Mountain Dew, Pepsi One, Aquafina and Ocean Spray. Improvement in beer pricing
essentially offset a 2.2% decrease in beer volume. Contract net sales for the
year ended December 31, 1999 increased 4.6% compared to the same period in 1998.
As a result of the foregoing, net sales for the year ended December 31, 1999
increased 5.0% to $575.7 million compared to $548.4 million for the same period
in 1998.

    Cost of sales for the year ended December 31, 1999 increased to $392.2
million compared to $373.0 million for the same period in 1998. The increase was
due primarily to the net effect of the increase in franchise case sales and the
mentioned mix shift towards lower cost can packages of soft drinks. As a
percentage of net sales,

                                                                              19
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

cost of sales for the year ended December 31, 1999 increased to 68.1% compared
to 68.0% for the same period in 1998. As a result of the foregoing, gross profit
for the year ended December 31, 1999 was $183.5 million compared to $175.3
million for the same period in 1998.

    Selling, general and administrative expenses for the year ended
December 31, 1999 increased to $152.0 million compared to $147.1 million for the
same period in 1998. Selling, general and administrative expenses are comprised
of selling, distribution and warehousing expenses ("S&D"), advertising and
marketing expenses ("A&M"), and general and administrative expenses ("G&A"). S&D
and A&M expenses in the aggregate grew less rapidly than unit volume. G&A
expenses increased due primarily to provision for the potential accounts
receivable loss in the bankruptcy of a grocery customer and defense costs in
litigation that is nearing trial. As an entire category, these operating costs
represented 26.4% and 26.8% of net sales in 1999 and 1998, respectively.

    As a result of the above factors, income from operations for the year ended
December 31, 1999 decreased to $19.0 million, or 3.3% of net sales, compared to
$21.8 million, or 4.0% of net sales, for the same period in 1998. Excluding the
special charges discussed in Item 6, income from operations in 1999 was $27.1
million or 4.7% of net sales as compared to $23.7 million or 4.3% of net sales
in 1998.

    Interest expense for the year ended December 31, 1999 increased to $22.1
million from $20.7 million for the same period in 1998. The increase was due
primarily to interest attributable to debt incurred to complete acquisitions and
the combination of interests.

    As a result of the above factors, the Company realized a net loss before
income taxes and minority interest of ($3.3) million for the year ended
December 31, 1999 compared to net income before income taxes and minority
interest of $1.1 million for the same period in 1998. Excluding the special
charge, net income before income taxes and minority interest in 1999 was $4.8
million as compared to $3.0 million in 1998

1998 INTERIM PERIOD COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1997

    Net sales for Dakota and Delta in the period were $108.3 million. Net sales
for PAS increased $2.8 million. This increase was primarily the result of the
increase in case volume sales, which increased 14% during the period ended
December 31, 1998 compared to the same period in 1997. The increased volume was
in cans and 20 oz. PET bottles; this was offset by a decrease in average overall
pricing of 2.7% and reductions of price support.

    Cost of sales for Dakota and Delta in the period was $73.7 million. Cost of
sales for PAS increased $3.1 million, or 18.2% for the 1998 interim period as
compared to the 1997 interim period to $20.3 million. This increase was
primarily due to the increased sales volume and costs of imported products.

    Gross profit for Dakota and Delta in the period was $34.6 million. Gross
profit for PAS decreased by 3.8% to $8.0 million compared to the same interim
period in 1997. The decrease was primarily due to the impact of Hurricane
Georges in late September 1998, which forced PAS to halt production for the two
weeks after the storm and import higher cost finished goods for an extended
period.

    Operating expenses for Dakota and Delta in the period were $28.9 million.
Selling and marketing expenses for PAS decreased $0.5 million, or 7.4% to
$6.9 million for the 1998 interim period as compared to the 1997 interim period.
This decrease was primarily due to reduced operating expenses of $0.5 million in
the 1998 interim period as compared to the 1997 interim period. Administrative
expenses for PAS increased $0.5 million or 33.2% for the 1998 interim period
from the 1997 interim period to $1.8 million. This increase reflects transition
costs of implementing the new management and accounting services agreements.

    Income from operations for Dakota and Delta in the period was $5.7 million.
Income (Loss) from operations for PAS decreased to $(0.6) million in the 1998
interim period, from $(0.5) million in the 1997

20
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

interim period. This decrease is the result of lower gross profit of
$0.3 million, higher administrative expenses of $0.5 million, and an additional
reserve for asset impairment. These were offset in part by the lower selling and
marketing expenses of $0.5 million and proceeds from business interruption
insurance related to the hurricane of $0.3 million.

    Net income for Dakota and Delta in the period was $3.1 million. Net income
(loss) for PAS decreased to $(1.4) million in the 1998 interim period, from
$(1.0) million during the 1997 interim period. This decrease is the result of
lower operating income and an increased income tax expense.

FISCAL YEAR 1998 COMPARED TO FISCAL YEAR 1997

    Net sales for Dakota and Delta from July 18, 1998 to September 30, 1998 were
$96.9 million. Net sales for PAS increased $0.2 million, or 0.2%, in fiscal year
1998 from fiscal year 1997 to $99.4 million. This increase was primarily the
result of an increase in sales volume of approximately 3.0% offset partially by
increased discounts provided to customers in 1998 as compared to 1997. The
average net sales price decreased during fiscal year 1998 by approximately 1.8%
as compared to fiscal year 1997.


    Cost of sales for Dakota and Delta from July 18, 1998 to September 30, 1998
was $65.9 million. Cost of sales for PAS increased $2.3 million, or 3.3% for
fiscal year 1998 as compared to fiscal year 1997 to $70.5 million. This increase
was primarily the result of the increase in sales volume.


    Gross profit for Dakota and Delta from July 18, 1998 to September 30, 1998
was $31.0 million. Gross profit for PAS decreased by $2.0 million to $28.9
million in fiscal year 1998 from $30.9 million in 1997. As a percentage of net
sales, gross profit decreased to 29.1% in 1998 from 31.2% in 1997. The decrease
was primarily due to the higher discounts provided to customers (which resulted
in a lower average net sales price).


    Selling, general and administrative expenses for Dakota and Delta from
July 18, 1998 to September 30, 1998 were $22.8 million. Selling and marketing
expenses for PAS decreased $0.2 million, or 0.5%, to $30.1 million for the
fiscal year 1998 as compared to the 1997 fiscal year. As a percentage of net
sales, selling and marketing expenses decreased to 30.3% during the fiscal year
1998 from 30.5% in the 1997 fiscal year. Administrative expenses for PAS
decreased $2.4 million or 28.2% for fiscal year 1998 from fiscal year 1997 to
$6.0 million. This decrease was primarily the result of reductions of $0.9
million in the cost of legal services, reductions of $1.0 million in salaries
and wages, and $0.5 million in other administrative expenses. As a percentage of
net sales, administrative expenses decreased to 6.1% during fiscal year 1998
from 8.5% in fiscal year 1997.


    PAS's results of operations for fiscal year 1997 were affected by the
incurrence of a non-cash expense of $13.2 million in connection with PAS's
settlement of certain civil litigation, representing the estimated value of 2.5
million Class B shares transferred as part of the settlement. There was no
similar non cash expense that was incurred during fiscal year 1998.

    PAS's results of operations for fiscal year 1998 were affected by the
incurrence of charges for unusual items totaling $3.3 million. The unusual items
include costs related to the restructuring plan initiated by the new management
of PAS ($1.7 million), provision for certain legal and environmental issues
($0.8 million) and provision for reduction in the estimated market value of the
former production facility then held for resale ($0.8 million). The impact of
these unusual items was offset by the benefit of insurance proceeds of $1.3
million for loss of business from September 22, 1998 to October 21, 1998 due to
Hurricane Georges.

    Income from operations for Dakota and Delta from July 18, 1998 to
September 30, 1998 was $8.2 million. Loss from operations for PAS decreased to
($9.2) million in fiscal year 1998 from a loss of ($21.4) million in fiscal year
1997. This increase is the net result of the decrease in gross profit of $2.0
million, decreased selling and marketing costs of $0.2 million, decreased
administrative costs of $2.4 million, the absence of the

                                                                              21
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

settlement of litigation charge of $13.2 million and unusual items of $3.3
million in fiscal year 1998 versus a restructuring charge of $0.5 million in
fiscal year 1997.

    Interest expense net for Dakota and Delta from July 18, 1998 to
September 30, 1998 was $4.0 million. Interest and other income (expenses) for
PAS in total remained consistent between fiscal years 1998 and 1997.


    Net income for Dakota and Delta from July 18, 1998 to September 30, 1998 was
$5.1 million. Net loss for PAS during fiscal year 1998 was ($9.6) million,
compared to ($19.5) million during fiscal year 1997.



LIQUIDITY AND CAPITAL RESOURCES


    At December 31, 1999, PAS had $8.3 million of cash and cash equivalents.
Indebtedness for borrowed money, including short-term and long-term borrowings
and capital lease obligations at December 31, 1999, totaled $302.1 million,
which included $7.9 million of current obligations.

    Net cash provided by (used in) operating activities for PAS was
$24.8 million for fiscal year 1999 as compared with $4.3 million for fiscal year
1998 and ($7.5) million for fiscal year 1997. The net cash provided by (used in)
operating activities excluding the portion due to changes in assets and
liabilities was $23.6 million during fiscal year 1999, $6.4 million during
fiscal year 1998, and $0.4 million during fiscal year 1997. The net cash
provided by (used in) operating activities that was due to changes in assets and
liabilities was $1.2 million during fiscal year 1999, ($2.1) million during
fiscal year 1998, and ($7.9) million during fiscal year 1997.

    Net cash provided by (used in) operating activities for PAS was
$1.9 million for the interim period ended December 31, 1998 as compared with
($3.6) million for the same period in 1997. The net cash provided by (used in)
operating activities excluding the portion due to changes in assets and
liabilities was $7.5 million during the interim period 1998, and $0.4 million in
1997. The net cash provided (used in) operating activities that was due to
changes in assets and liabilities was ($5.6) million in the interim period in
1998 and ($4.0) million in the interim period in 1997.

    Net cash provided by (used in) investing activities for PAS was ($72.8)
million for fiscal year 1999, as compared with ($7.3) million for fiscal year
1998 and $8.6 million for fiscal year 1997. Purchases of property, plant and
equipment, net of disposals, amounted to ($28.9) million during fiscal year 1999
as compared with ($4.8) million during fiscal year 1998 and ($4.3) million
during fiscal year 1997. Fiscal year 1999 also included the acquisition of
certain franchise rights for ($12.0) million and the acquisitions of other
businesses, including the acquisition of a bottling operation in Jamaica, of
($29.4) million.

    Net cash provided by (used in) investing activities for PAS was ($6.2)
million for the interim period ended December 31, 1998, as compared with ($0.5)
million for 1997. Purchases of property, plant and equipment net of disposals,
amounted to ($3.1) and ($0.5) million for the interim period ended December 31,
1998 and 1997 respectively.

    Cash flows provided by (used in) financing activities for PAS were
$32.8 million for fiscal year 1999 as compared with $7.1 million for fiscal year
1998 and ($0.2) million for fiscal year 1997. The significant financing
activities in fiscal 1999 were net proceeds from new financing arrangements of
$44.9 million, and dividends paid to Pohlad Companies, the controlling
shareholder in PAS, of ($9.2) million. The significant financing activities in
fiscal 1998 were the sale of common stock, net of equity issuance costs, of
$23.1 million, repayment of ($12.9) million of short and long term debt, and
($3.1) million in dividends paid to Pohlad Companies. The significant financing
activity for PAS in fiscal year 1997 was the net repayment of indebtedness of
($0.2) million.

    Cash flows provided by (used in) financing activities for PAS were ($3.6)
million for the interim period ended December 31, 1998 as compared with ($1.6)
for the same period in 1997. The financing activities for PAS

22
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

during the 1998 interim period were dividends paid to Pohlad Companies and the
net repayment of debt. The financing activities for PAS during the 1997 interim
period were the net repayment of debt.


    Capital expenditures, before the effect of dispositions, for PAS totaled
($29.0) million in fiscal year 1999, ($5.5) million in fiscal year 1998 and
($4.7) million in fiscal year 1997. Capital expenditures, before the effect of
dispositions, for PAS totaled ($3.1) million in the interim period for 1998 and
($0.5) million in the interim period for 1997. PAS's capital expenditures have
been financed by a combination of borrowings from third parties and internally
generated funds. PAS estimates that its capital expenditures for the fiscal year
ending December 31, 2000 will be approximately $25 million.


DISCLOSURES ABOUT MARKET RISK

    PAS uses financial instruments, primarily variable rate debt, to finance
operations, for capital expenditures and for general corporate purposes. PAS's
exposure to market risk for changes in interest rates relates primarily to
investments, and short- and long-term debt obligations. PAS places its
investments in high-quality securities with major financial institutions while
limiting exposure to any one issuer. PAS does not use derivative financial
instruments or engage in trading activities.

    The following table summarizes the principal cash flows of PAS's financial
instruments outstanding at December 31, 1999, categorized by type of instrument
and by year of maturity.


<TABLE>
<CAPTION>
                                        2000     2001      2002       2003     Thereafter    Total     Fair Value
                                       ------   -------   -------   --------   ----------   --------   ----------
<S>                                    <C>      <C>       <C>       <C>        <C>          <C>        <C>
Cash and cash equivalents:
  Deposit and money market accounts    $8,317   $    --   $    --   $     --     $   --     $  8,317    $  8,317

Long-term debt:
  Senior notes payable (interest at
    9.75%)                                 --        --        --    120,000         --      120,000     120,000
  Term Loan (interest at 8.18%)         6,875    10,000    13,125         --         --       30,000      30,000
  Term Loan (interest at 8.68%)           813       650    16,250     47,287         --       65,000      65,000
  Revolving line of credit--
    Swing line facility (interest
      ranging from 7% to 9%)               --     2,500        --         --         --        2,500       2,500
    All other (interest ranging from
      9% to 10.8%)                         --     2,200    65,220         --         --       67,420      67,420
  Notes payable to Poydras                 --        --        --         --      1,839        1,839       1,839
</TABLE>


YEAR 2000 COMPLIANCE

    Before the rollover of the year from 1999 to 2000, many installed computer
systems and software products were coded to accept only two digit date entries
and were unable to accept four digit date entries to distinguish 21st century
dates from the 20th century dates. As a result, computer systems and software
used by many companies prior to the rollover date required upgrading or
replacement to comply with such "Year 2000" requirements. The failure of PAS,
its vendors, suppliers or other critical third parties with whom PAS conducts
business to achieve Year 2000 compliance on a timely basis could materially
adversely affect PAS's business.

    As of March 1, 2000, PAS has not experienced and does not anticipate any
material adverse effects on its systems and operations as a result of Year 2000
issues. Business is continuing as usual, and internal systems will continue to
be monitored for any likely disruptions. Further, as of March 1, 2000, PAS has
not experienced any operational difficulties as a result of Year 2000 issues
with its vendors, suppliers or other critical third parties with whom PAS
conducts business. However, Year 2000 compliance has many elements and potential

                                                                              23
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

consequences, some of which may not be foreseeable or may be realized in future
periods. Consequently, there can be no assurance that unforeseen circumstances
may not arise, or that PAS will not in the future identify equipment or systems
which are not Year 2000 compliant.

    Although the transition to the Year 2000 did not have any significant impact
on PAS or its systems and operations, PAS will continue to monitor the impact of
Year 2000 on its systems and those of its vendors, suppliers and other critical
third parties. The contingency plans that were developed for use in the event of
Year 2000-related failures will be maintained and generalized for ongoing
business use.

    PAS has not spent, and does not anticipate spending in the future, any
material amounts relating to Year 2000 issues. This is due, in part, to PAS's
recent significant upgrades to its data communications network and key data
processing hardware, all of which are Year 2000 compliant.

INFLATION

    There was no significant impact on PAS's operations as a result of inflation
during the year ended December 31, 1999, the three months ended December 31,
1998, or the fiscal years ended September 30, 1998 and 1997.

IMPACT OF CHANGES IN ACCOUNTING STANDARDS

    Effective October 1, 1998, PAS adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits" which required, among other items,
additional disclosures on changes in PAS's pension benefit obligations and fair
values of plan assets. PAS adopted the provisions of SFAS No. 128, "Earnings Per
Share," in fiscal year 1998 which require the presentation of a basic and
diluted earnings per share for all periods presented. Accordingly, PAS's net
loss per common share was computed by dividing the net loss by the weighted
average number of common shares outstanding. Net loss per common share--assuming
dilution did not include PAS's potentially dilutive securities because to do so
would have been antidilutive. PAS also adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income," in fiscal year 1998. This statement
established standards for the reporting and display of comprehensive income and
its components.

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The statement
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured by its fair value. Changes in a derivative's fair value are recognized
currently in earnings unless specific hedge accounting criteria are met. The
statement is effective for fiscal years beginning after June 15, 2000. PAS does
not trade in derivative financial instruments and does not use financial
instruments to hedge its exposure to currency or interest rate risk. Management
does not believe the adoption of this statement will have a material impact on
PAS's consolidated financial position or results of operations.

24
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PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The following information is submitted pursuant to the requirements of Item
8.

<TABLE>
<S>                                                           <C>
Report of Independent Public Accountants, dated March 1,
  2000                                                         26

Independent Auditors' Report, dated December 5, 1997           27

Consolidated Balance Sheets as of December 31, 1999 and
  1998, and September 30, 1998                                 28

Consolidated Statements of Income (Loss) for the Year Ended
  December 31, 1999, the Three Months Ended December 31,
  1998, and the Fiscal Years Ended September 30, 1998 and
  1997                                                         29

Consolidated Statements of Shareholders' Equity for the Year
  Ended December 31, 1999, the Three Months Ended
  December 31, 1998, and the Fiscal Years Ended
  September 30, 1998 and 1997                                  30

Consolidated Statements of Cash Flows for the Year Ended
  December 31, 1999, the Three Months Ended December 31,
  1998, and the Fiscal Years Ended September 30, 1998 and
  1997                                                         31

Notes to Consolidated Financial Statements                     32

Report of Independent Public Accountants on Financial
  Statement Schedule, dated March 1, 2000                      64

Independent Auditors' Report on Financial Statement
  Schedule, dated December 5, 1997                             65

Schedule II--Valuation and Qualifying Accounts                 66
</TABLE>

                                                                              25
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PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To PepsiAmericas, Inc.:

    We have audited the accompanying consolidated balance sheets of
PepsiAmericas, Inc. (formerly known as Pepsi-Cola Puerto Rico Bottling Company)
and Subsidiaries as of December 31, 1999 and 1998, and September 30, 1998, and
the related consolidated statements of income (loss), shareholders' equity and
cash flows for the year ended December 31, 1999, the three months ended
December 31, 1998, and the fiscal year ended September 30, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PepsiAmericas, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and September 30, 1998, and the
results of their operations and their cash flows for the year ended
December 31, 1999, the three months ended December 31, 1998, and the fiscal year
ended September 30, 1998 in conformity with accounting principles generally
accepted in the United States.

                                          ARTHUR ANDERSEN LLP

Memphis, Tennessee,
March 1, 2000.

26
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PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors of PepsiAmericas, Inc. and Subsidiaries:

    We have audited the accompanying consolidated statements of income (loss),
shareholders' equity and cash flows of PepsiAmericas, Inc. (formerly Pepsi-Cola
Puerto Rico Bottling Company) ("PAS") and subsidiaries for the year ended
September 30, 1997. These consolidated financial statements are the
responsibility of PAS's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of PepsiAmericas, Inc. and Subsidiaries for the year ended September 30,
1997, in conformity with generally accepted accounting principles.

                                          KPMG LLP

San Juan, Puerto Rico,
December 5, 1997.

Stamp No. 1595002 of the Puerto Rico
Society of Certified Public Accountants
was affixed to the record copy of this report.

                                                                              27
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                          (U.S. DOLLARS IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  December 31
                                                              -------------------   September 30
                                                                1999       1998         1998
                                                              --------   --------   -------------
<S>                                                           <C>        <C>        <C>
CURRENT ASSETS:
Cash and cash equivalents                                     $  8,317   $ 23,551     $ 31,405
Accounts receivable:
  Trade, less allowance for doubtful accounts of $3,075,
    $3,177, and $3,896                                          48,193     44,964       44,199
  Marketing and advertising                                     13,785      9,895        7,862
  Other                                                          7,104      5,015        5,523
Inventories, at cost                                            32,311     21,125       23,436
Shells, tanks and pallets                                        8,451      8,100        8,243
Deferred income tax assets                                       8,042      4,235        5,800
Prepaid expenses and other                                      11,348      7,848        8,459
                                                              --------   --------     --------
    Total current assets                                       137,551    124,733      134,927

DEFERRED INCOME TAX ASSETS                                      15,686     24,062       23,105
LONG-LIVED ASSETS HELD FOR SALE, principally land and
  building                                                          --      2,615        2,615
PROPERTY, PLANT AND EQUIPMENT, net                             147,779    121,342      122,384
INTANGIBLE ASSETS, net of accumulated amortization             186,695    122,651      123,873
DEFERRED FINANCING COSTS, BEVERAGE POURING RIGHTS AND OTHER
  ASSETS                                                        28,432     14,682       11,571
                                                              --------   --------     --------
    Total assets                                              $516,143   $410,085     $418,475
                                                              ========   ========     ========

                              LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current installments of long-term debt                      $  7,931   $  3,788     $  3,940
  Accounts payable                                              29,050     20,030       23,357
  Accrued expenses                                              39,620     29,554       32,282
                                                              --------   --------     --------
    Total current liabilities                                   76,601     53,372       59,579
LONG-TERM DEBT AND OTHER LIABILITIES, excluding current
  installments                                                 294,119    238,320      237,274
MINORITY INTEREST                                               35,968     54,530       56,705
ACCRUED PENSION COST                                                --      1,805        3,110
                                                              --------   --------     --------
                                                               406,688    348,027      356,668
COMMITMENTS AND CONTINGENCIES (Note 18)

SHAREHOLDERS' EQUITY:
  Class A common stock                                              50         50           50
  Class B common stock                                             824        168          168
  Additional paid-in-capital                                   222,759    159,384      158,877
  Accumulated deficit                                         (113,820)   (95,197)     (94,451)
  Deferred compensation                                           (353)      (457)          (1)
  Accumulated other comprehensive income (loss)                     (5)    (1,890)      (2,836)
                                                              --------   --------     --------
    Total shareholders' equity                                 109,455     62,058       61,807
                                                              --------   --------     --------
    Total liabilities and shareholders' equity                $516,143   $410,085     $418,475
                                                              ========   ========     ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

28
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PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                           Three Months   Fiscal Years Ended
                                                             Year Ended       Ended          September 30
                                                            December 31    December 31    -------------------
                                                                1999           1998         1998       1997
                                                            ------------   ------------   --------   --------
<S>                                                         <C>            <C>            <C>        <C>
Net sales                                                     $575,743       $136,646     $196,335   $ 99,172
Cost of sales                                                  392,226         94,088      136,466     68,237
                                                              --------       --------     --------   --------
  Gross profit                                                 183,517         42,558       59,869     30,935
Selling, general and administrative expenses                   152,025         36,212       57,847     38,648
Amortization of franchise rights and other intangibles           4,426          1,307        1,045         --
Fees related to combination of interests                         4,884             --           --         --
Provision for deferred compensation plan termination             3,407             --           --         --
Restructuring charges                                               --             --        1,728        535
Provision for (reversal of) legal and environmental
  reserves                                                        (490)            --          760         --
Losses on asset impairments                                        267            250          800         --
Insurance proceeds from business interruption and other
  losses                                                            --           (346)      (1,309)        --
Litigation settlement expenses                                      --             --           --     13,172
                                                              --------       --------     --------   --------
  Income (loss) from operations                                 18,998          5,135       (1,002)   (21,420)
Other income (expense):
  Interest expense, net                                        (22,126)        (5,006)      (5,647)    (1,426)
  Other, net                                                      (186)           238          120          1
                                                              --------       --------     --------   --------
    Total other income (expense)                               (22,312)        (4,768)      (5,527)    (1,425)
Income (loss) before income taxes, minority interest and
  extraordinary item                                            (3,314)           367       (6,529)   (22,845)
Income tax benefit (expense)                                    (4,832)          (832)       2,515      3,342
Minority interest, net of taxes                                   (560)         2,145         (501)        --
                                                              --------       --------     --------   --------
Net income (loss) before extraordinary item                     (8,706)         1,680       (4,515)   (19,503)
Extraordinary item, net of taxes                                  (744)            --           --         --
                                                              --------       --------     --------   --------
Net income (loss)                                             $ (9,450)      $  1,680     $ (4,515)  $(19,503)
                                                              ========       ========     ========   ========
Net income (loss) per common share--basic                     $  (0.11)      $   0.02     $  (0.13)  $  (0.91)
                                                              ========       ========     ========   ========
Net income (loss) per common share--assuming dilution         $  (0.11)      $   0.02     $  (0.13)  $  (0.91)
                                                              ========       ========     ========   ========
Weighted average number of common shares outstanding
  (in thousands)                                                86,829         86,760       35,072     21,500
                                                              ========       ========     ========   ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                                                              29
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

 FOR THE YEAR ENDED DECEMBER 31, 1999, THE THREE MONTHS ENDED DECEMBER 31, 1998
             AND THE FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND 1997

                          (U.S. DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                 Class A    Class B    Additional
                                                  Common     Common     Paid-in     Accumulated   Treasury     Deferred
                                                  Shares     Shares     Capital       Deficit      Stock     Compensation
                                                 --------   --------   ----------   -----------   --------   ------------
<S>                                              <C>        <C>        <C>          <C>           <C>        <C>
BALANCE, September 30, 1996                         $50       $165      $ 90,738     $ (40,232)   $    --       $  --
Contribution of 2,500,000 Class B common shares
  by founding shareholders                           --         --        13,172            --    (13,172)         --
Tendering of 2,500,000 Class B common shares in
  partial settlement of litigation                   --         --            --            --     13,172          --
Minimum pension liability adjustment                 --         --            --            --         --          --
Net loss                                             --         --            --       (19,503)        --          --
-----------------------------------------------     ---       ----      --------     ---------    -------       -----
BALANCE, September 30, 1997                          50        165       103,910       (59,735)        --          --
Sale of 190,000 Class B common shares                --          2           948            --         --          --
Sale of 5,000,000 Class A common shares, net of
  equity issuance costs of $1,599                    --         --        22,151            --         --          --
Minimum pension liability adjustment                 --         --            --            --         --          --
Combination of common controlled interests           --          1        31,868       (27,090)        --          (1)
Dividends paid by Dakota                             --         --            --        (3,111)        --          --
Net income (loss)                                    --         --            --        (4,515)        --          --
-----------------------------------------------     ---       ----      --------     ---------    -------       -----
BALANCE, September 30, 1998                          50        168       158,877       (94,451)        --          (1)
Deferred compensation on stock options               --         --           507            --         --        (456)
Minimum pension liability adjustment                 --         --            --            --         --          --
Dividends paid by Dakota                             --         --            --        (2,426)        --          --
Net income (loss)                                    --         --            --         1,680         --          --
-----------------------------------------------     ---       ----      --------     ---------    -------       -----
BALANCE, December 31, 1998                           50        168       159,384       (95,197)        --        (457)
Shares issued upon acquisition of minority
  interests                                          --        650        60,464            --         --          --
Shares issued in connection with termination of
  deferred compensation plans                        --          6         2,911            --         --          --
Amortization of deferred compensation                --         --            --            --         --         104
Foreign currency translation                         --         --            --            --         --          --
Minimum pension liability adjustment                 --         --            --            --         --          --
Dividends paid by Dakota                             --         --            --        (9,173)        --          --
Net income (loss)                                    --         --            --        (9,450)        --          --
-----------------------------------------------     ---       ----      --------     ---------    -------       -----
BALANCE, December 31, 1999                          $50       $824      $222,759     $(113,820)        --       $(353)
===============================================     ===       ====      ========     =========    =======       =====

<CAPTION>
                                                  Accumulated
                                                     Other           Total
                                                 Comprehensive   Shareholders'   Comprehensive
                                                 Income (Loss)      Equity       Income (Loss)
                                                 -------------   -------------   -------------
<S>                                              <C>             <C>             <C>
BALANCE, September 30, 1996                         $(1,364)       $ 49,357
Contribution of 2,500,000 Class B common shares
  by founding shareholders                               --              --
Tendering of 2,500,000 Class B common shares in
  partial settlement of litigation                       --          13,172
Minimum pension liability adjustment                    366        $    366         $   366
Net loss                                                 --         (19,503)        (19,503)
-----------------------------------------------     -------        --------         -------
BALANCE, September 30, 1997                            (998)         43,392         $19,137
                                                                                    =======
Sale of 190,000 Class B common shares                    --             950
Sale of 5,000,000 Class A common shares, net of
  equity issuance costs of $1,599                        --          22,151
Minimum pension liability adjustment                 (1,838)         (1,838)         (1,838)
Combination of common controlled interests               --           4,778
Dividends paid by Dakota                                 --          (3,111)
Net income (loss)                                        --          (4,515)         (4,515)
-----------------------------------------------     -------        --------         -------
BALANCE, September 30, 1998                          (2,836)         61,807         $(6,353)
                                                                                    =======
Deferred compensation on stock options                   --              51
Minimum pension liability adjustment                    946             946         $   946
Dividends paid by Dakota                                 --          (2,426)
Net income (loss)                                        --           1,680           1,680
-----------------------------------------------     -------        --------         -------
BALANCE, December 31, 1998                           (1,890)         62,058         $ 2,626
                                                                                    =======
Shares issued upon acquisition of minority
  interests                                              --          61,114
Shares issued in connection with termination of
  deferred compensation plans                            --           2,917
Amortization of deferred compensation                    --             104
Foreign currency translation                             (5)             (5)        $    (5)
Minimum pension liability adjustment                  1,890           1,890           1,890
Dividends paid by Dakota                                 --          (9,173)
Net income (loss)                                        --          (9,450)         (9,450)
-----------------------------------------------     -------        --------         -------
BALANCE, December 31, 1999                          $    (5)       $109,455         $(7,565)
===============================================     =======        ========         =======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

30
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                          (U.S. DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                    FISCAL YEARS
                                                                                THREE MONTHS            ENDED
                                                                YEAR ENDED          ENDED           SEPTEMBER 30
                                                               DECEMBER 31       DECEMBER 31     -------------------
                                                                   1999             1998           1998       1997
                                                              --------------   ---------------   --------   --------
<S>                                                           <C>              <C>               <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                             $  (9,450)         $ 1,680       $ (4,515)  $(19,503)
  Adjustments to reconcile net loss to net cash used in
    operating activities--
    Litigation settlement expenses                                     --               --             --     13,172
    Loss on disposition of property, plant and equipment               --               --             --        238
    Losses on asset impairments                                       267              250            800         --
    Write off of deferred financing charges                           636               --             --         --
    Restructuring charges                                              --               --          1,728         --
    Provision for (reversal of) legal and environmental
     reserves                                                        (490)              --            760         --
    Insurance proceeds from business interruption losses               --             (346)        (1,309)        --
    Depreciation and amortization                                  22,920            5,702          9,747      5,971
    Noncash interest on long-term debt                              5,025            1,536            203         --
    Net expense (payments) under deferred compensation plans          339              (13)            13         --
    Deferred income taxes                                           3,782              608           (629)       547
    Minority interest, before taxes                                   561           (1,906)          (429)        --
    Changes in assets and liabilities--
      Accounts receivable                                          (3,501)          (2,290)         3,524     (2,335)
      Inventories                                                 (11,070)           2,311            775      1,627
      Shells, tanks and pallets                                    (1,004)             143           (496)      (114)
      Prepaid expenses and other current assets                    (1,542)             611         (1,558)      (216)
      Intangible assets                                                --               --             --       (272)
      Accounts payable and accrued expenses                        18,282           (6,390)        (4,112)    (6,635)
      Other, net                                                       52               --           (154)        16
------------------------------------------------------------    ---------          -------       --------   --------
        Net cash provided by (used in) operating activities        24,807            1,896          4,348     (7,504)
------------------------------------------------------------    ---------          -------       --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments for exclusive beverage pouring rights                   (3,187)          (2,920)        (2,536)        --
  Redemption of short-term investments                                 --               --             --     12,904
  Capital expenditures                                            (29,053)          (3,146)        (5,517)    (4,663)
  Proceeds from sales of property and equipment                       140               82            720        406
  Proceeds from sale of business                                      700               --             --         --
  Acquisition of franchise rights                                 (12,000)              --             --         --
  Acquisition of businesses                                       (29,371)              --             --         --
  Other                                                               (65)            (194)            16         --
------------------------------------------------------------    ---------          -------       --------   --------
        Net cash provided by (used in) investing activities       (72,836)          (6,178)        (7,317)     8,647
------------------------------------------------------------    ---------          -------       --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Sales of common stock, net of equity issuance costs                  --               --         23,101         --
  Proceeds from short-term borrowings                              95,220            8,500         72,784        712
  Repayment of short-term borrowings                              (34,500)          (6,400)       (83,693)        --
  Proceeds from long-term borrowings                              105,000               --             --         --
  Principal payment on long-term debt                            (120,830)          (2,980)        (2,000)    (1,722)
  Proceeds from capital leases                                         --               --             --      1,793
  Prepayment of capital lease obligations                              --               --             --       (985)
  Dividends paid to controlling shareholder                        (9,173)          (2,426)        (3,111)        --
  Cash distribution to minority interest holder                        --             (266)            --         --
  Payment of deferred financing charges                            (2,922)              --             --         --
                                                                ---------          -------       --------   --------
        Net cash provided by (used in) financing activities        32,795           (3,572)         7,081       (202)
------------------------------------------------------------    ---------          -------       --------   --------
CHANGE IN CASH AND CASH EQUIVALENTS                               (15,234)          (7,854)         4,112        941
------------------------------------------------------------    ---------          -------       --------   --------
CASH AND CASH EQUIVALENTS, beginning of period                     23,551           31,405         19,621     18,680
EFFECT OF RESTATEMENT ON CASH AND CASH EQUIVALENTS                     --               --          7,672         --
                                                                ---------          -------       --------   --------
CASH AND CASH EQUIVALENTS, end of period                        $   8,317          $23,551       $ 31,405   $ 19,621
                                                                =========          =======       ========   ========
SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for--
    Interest                                                    $  20,015          $ 9,859       $  3,222   $  2,560
    Income taxes                                                    7,238               44            333        258
    Noncash transactions-                                              --               --             --        599
      Capital leases reclassified as operating leases                  --               --             --        287
      Proceeds from sale of asset, net of underlying debt              --              507             --         --
      Deferred compensation on stock options
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                                                              31
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1.  ORGANIZATION AND NATURE OF OPERATIONS

    PepsiAmericas, Inc. and its subsidiaries (collectively, the "Company" or
"PAS") bottle, distribute and market soft drinks and other beverage products,
primarily Pepsi-Cola and related brands, in exclusive franchise territories in
the mid-southern and north-central United States, and in Puerto Rico and
Jamaica. The Company also distributes beer products, primarily Miller Brewing
Company and Heineken brands, in southern Louisiana.

    PAS operates under exclusive franchise agreements with soft drink
concentrate producers, including "master" bottling and fountain syrup agreements
with PepsiCo for the manufacture, packaging, sale and distribution of Pepsi-Cola
products. There are similar agreements with Cadbury Schweppes and other brand
owners. The franchise agreements exist in perpetuity and contain operating and
marketing commitments and conditions for termination. PAS distributes alcoholic
beverages pursuant to distributor agreements that contain provisions regarding
the distribution and sale of alcoholic beverages.

    On July 17, 1998, P-PR Transfer LLP, a partnership principally owned by
Pohlad Companies, acquired a controlling interest in PepsiAmericas, Inc.,
("PepsiAmericas", formerly known as Pepsi-Cola Puerto Rico Bottling Company).
Effective with the change in control, PepsiAmericas and two related party
entities, Delta Beverage Group, Inc. ("Delta") and Dakota Beverage
Company, Inc. ("Dakota"), shared common ownership and were under the common
control of Pohlad Companies. Effective October 15, 1999, PepsiAmericas combined
with Delta and Dakota in a transaction accounted for as a merger of entities
under common control, with the acquisition of certain minority interests in
Delta recognized using the "purchase" method of accounting. Pohlad Companies
continues to be the controlling shareholder in PAS. The accompanying
consolidated financial statements have been restated beginning July 17, 1998 to
include the financial position and results of operations of PepsiAmericas, Delta
and Dakota since that date.


    The consolidated financial statements include the accounts of PepsiAmericas
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated. Effective with the combination of interests, Delta became
a wholly owned subsidiary of PepsiAmericas. The proportionate share of Delta's
common shareholders' equity which was not owned or controlled by Pohlad
Companies is reflected as a minority interest in the accompanying consolidated
financial statements through October 15, 1999, the combination date. Minority
interest also includes a joint venture partner's equity in a joint venture
involving Delta (the "Delta Joint Venture"), and PAS's obligation on preferred
stock, including dividends, issued by Delta to outside investors. Throughout
fiscal year 1997, PAS maintained an equity interest in Buenos Aires
Embotelladora S. A. ("BAESA"), a South American bottler of Pepsi-Cola products,
of approximately 17%, which was accounted for using the equity method until such
investment was reduced to zero in fiscal year 1996. Effective June 17, 1998,
PAS's remaining ownership in BAESA was transferred to PAS's then shareholders.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    USE OF ACCOUNTING ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the

32
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

    CASH AND CASH EQUIVALENTS

    Cash and cash equivalents include temporary investments in short-term
securities, primarily discount notes, with original maturities of three months
or less. As of December 31, 1999 and 1998, PAS had bank overdrafts of
approximately $8,936 and $2,054, respectively. Bank overdrafts are included in
accounts payable in the accompanying consolidated balance sheets.

    BOTTLER INCENTIVES

    PepsiCo and other brand owners, at their sole discretion, provide PAS with
various forms of marketing support. This marketing support is intended to cover
a variety of programs and initiatives, including direct marketplace support,
capital equipment funding and shared media and advertising support. Based on the
objective of the programs and initiatives, marketing support is recorded as an
adjustment to net sales or a reduction of selling, general and administrative
expenses. Direct marketplace support is primarily funding by PepsiCo and other
brand owners of sales discounts and similar programs and is recorded as an
adjustment to net sales. Capital equipment funding is designed to support the
purchase and placement of marketing equipment and is recorded within selling,
general and administrative expenses. Shared media and advertising support is
recorded as a reduction to selling, general and administrative expenses. There
are no conditions or other requirements that could result in a repayment of
marketing support received.

    The total amount of incentives received from PepsiCo and other brand owners
to cover a variety of marketing programs and initiatives totaled approximately
$41,295, $10,824 and $13,637 in 1999, the three month period ended December 31,
1998 and in fiscal year 1998, respectively. Of these amounts, approximately
$24,243, $4,740 and $8,009 for 1999, the three month period ended December 31,
1998 and fiscal year 1998, respectively, were recorded in net sales, with the
remainder recorded in selling, general and administrative expenses. The amount
of bottler incentives received from PepsiCo was more than 90% of total bottler
incentives in each of the periods, with the balance received from the other
brand owners.

    EXCLUSIVE BEVERAGE POURING RIGHTS CONTRACTS

    Amounts pursuant to contracts providing PAS with exclusive beverage pouring
rights are capitalized and amortized on a straight-line basis over the terms of
the related contracts. PepsiCo, at its sole discretion, provides direct funding
for certain pouring rights contracts. PepsiCo funding for specific multi-year
contracts is deferred and recognized as an offset to amortization of the
designated pouring rights contract on a straight-line basis over the terms of
the related contracts. PepsiCo support provided for nonspecific pouring rights
contracts is deferred and recognized as an offset to amortization of the pouring
rights asset on a straight-line basis in accordance with the terms of such
agreements. At December 31, 1999, pouring rights assets, net of related PepsiCo
support, totaled approximately $17,171, with the current portion of
approximately $1,891 reflected in prepaid expenses and other current assets in
the accompanying consolidated balance sheet.

                                                                              33
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    INTANGIBLES AND OTHER ASSETS

    As of December 31, 1999 and 1998, and September 30, 1998, franchise rights
approximated $186,695, $122,083 and $123,228. Franchise rights are being
amortized on a straight-line basis over 40 years. Other intangibles, which were
fully amortized through December 31, 1999, were amortized using the
straight-line method over their estimated useful lives.

    The Company periodically evaluates the recoverability of its intangible
assets as well as their amortization periods to determine whether an adjustment
to the carrying value or a revision to the estimated useful lives is
appropriate.

    INCOME TAXES

    PAS uses the liability method of accounting for deferred income taxes.
Deferred income taxes reflect the estimated future tax consequences attributable
to operating loss and tax credit carryforwards, and temporary differences
between PAS's assets and liabilities for financial reporting and income tax
purposes, using income tax rates currently in effect. Deferred tax assets are
recognized if management believes, based on available evidence, that it is "more
likely than not" that the future income tax benefits will be realized. Deferred
tax assets or liabilities are classified based upon the current or long-term
classification of the asset or liability giving rise to the temporary difference
or the expected future use of the loss or credit carryforward.

    REVENUE RECOGNITION

    Revenues are recognized when goods are shipped.

    MARKETING AND ADVERTISING COSTS

    PAS is involved in a variety of programs to promote its products.
Advertising and marketing costs are expensed in the year incurred. Certain
advertising and marketing costs incurred by PAS are reimbursed by PepsiCo and
other brand owners in the form of marketing support. This form of marketing
support is recorded as a reduction in advertising and marketing expenses.
Advertising and marketing expenses were $4,340, $1,841 and $4,732 in 1999, the
three month period ended December 31, 1998 and fiscal year 1998, respectively,
net of brand owner support.

    EARNINGS PER SHARE

    The Company presents basic and diluted earnings per share in accordance with
the provisions of Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share." Accordingly, the Company's net income or loss per common
share is computed by dividing the net income or loss by the weighted average
number of common shares outstanding. For 1999 and fiscal years 1998 and 1997,
net loss per common share-assuming dilution does not include the Company's
potentially dilutive securities (refer to Note 21) because to do so would be
anti-dilutive. For the three month period ended December 31, 1998, net income
per common share-assuming dilution was computed assuming that all potentially
dilutive securities were

34
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
converted into common shares at the beginning of the period. A reconciliation of
the amounts included in the computation of income (loss) per common share and
income (loss) per common share--assuming dilution is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                            Three Months   Fiscal Years Ended
                                                              Year Ended       Ended          September 30
                                                             December 31    December 31    ------------------
                                                                 1999           1998        1998       1997
                                                             ------------   ------------   -------   --------
<S>                                                          <C>            <C>            <C>       <C>
Net income (loss)                                              $(9,450)       $ 1,680      $(4,515)  $(19,503)
Effective of dilutive securities
  Stock options                                                     --             --           --         --
                                                               -------        -------      -------   --------
Net income (loss)--assuming dilution                           $(9,450)       $ 1,680      $(4,515)  $(19,503)
                                                               =======        =======      =======   ========
Average common shares outstanding                               86,829         86,760       35,072     21,500
Effects of dilutive securities
  Stock options                                                     --             63           --         --
                                                               -------        -------      -------   --------
Average common shares outstanding--assuming dilution            86,829         86,823       35,072     21,500
                                                               =======        =======      =======   ========
Net income (loss) per common share                             $ (0.11)       $  0.02      $ (0.13)  $  (0.91)
                                                               =======        =======      =======   ========
Net income (loss) per common share--assuming dilution          $ (0.11)       $  0.02      $ (0.13)  $  (0.91)
                                                               =======        =======      =======   ========
</TABLE>

    STOCK-BASED COMPENSATION

    Stock options and other stock-based compensation awards are accounted for
using the intrinsic value method prescribed by Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations.

    ENVIRONMENTAL REMEDIATION COSTS

    Costs associated with environmental remediation obligations are accrued when
such costs are probable and reasonably estimable. Such accruals are adjusted as
further information develops or circumstances change. Costs of future
expenditures for environmental remediation obligations are not discounted to
their present value.

    CONCENTRATION OF CREDIT RISK

    Management believes there are no significant concentrations of credit risk
with any individual party or groups of parties. PAS's customer base is comprised
of a large number of entities located within the mid-southern and north-central
United States, and in Puerto Rico and Jamaica.

                                                                              35
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    FAIR VALUES OF FINANCIAL INSTRUMENTS

    The estimated fair value of PAS's financial instruments, except for fixed
rate long-term debt, approximate their carrying amounts. For fixed rate
long-term debt, fair value was estimated based on the current rates offered for
similar obligations and maturities. The estimated fair value of total long-term
debt and other liabilities was $302,050 and $249,349 at December 31, 1999 and
1998, and $248,955 at September 30, 1998, compared to a recorded value of
$302,050 and $242,108 at December 31, 1999 and 1998, and $241,214 at
September 30, 1998.

    TRANSLATION OF FINANCIAL STATEMENTS

    The balance sheet for operations in Jamaica was translated into U.S. dollars
at the year-end exchange rate, while the statement of income (loss) was
translated using an average rate. The adjustment resulting from the financial
statement translation is included as a cumulative translation adjustment in
accumulated other comprehensive income (loss). Gains and losses resulting from
foreign currency transactions are included in earnings.

    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The statement establishes accounting and reporting
standards requiring that every derivative instrument be recorded in the balance
sheet as either an asset or liability measured by its fair value. Changes in a
derivative's fair value are recognized currently in earnings unless specific
hedge accounting criteria are met. The statement is effective for fiscal years
beginning after June 15, 2000. PAS does not trade in derivative financial
instruments and does not use financial instruments to hedge its exposure to
currency or interest rate risk. Management does not believe the adoption of this
statement will have a material impact on PAS's consolidated financial position
or results of operations.

    FISCAL YEAR

    The Company's fiscal year ends on December 31. Prior to January 1, 1999, the
Company's fiscal year ended on September 30. Effective on that date, the Company
changed its fiscal year-end from September 30 to December 31. As a result, the
Company reported its results for the three month transition period ended
December 31, 1998, and has reported its results in 1999 on a calendar year
basis.

    RECLASSIFICATIONS

    Certain December 31, 1998 and September 30, 1998 balances have been
reclassified to conform to the December 31, 1999 presentation.

36
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

3.  CHANGE IN CONTROL

    Pursuant to the terms of a ten-year voting trust agreement and related stock
option agreement executed on September 28, 1996, PAS's 5,000,000 authorized and
outstanding Class A shares were placed into a voting trust. The then trustee of
the trust was the president of PepsiAmericas, who held an unrestricted right to
vote such shares and had the right to purchase such shares, for the benefit of
PepsiAmericas, through September 28, 1998 at $1 per share. In a transfer
agreement (the "Agreement") effective July 17, 1998, the then president assigned
to P-PR Transfer, LLP the stock option agreement for the purchase of the
Class A shares. P-PR Transfer, LLP paid PepsiAmericas $23,750 under the
Agreement and simultaneously purchased the 5,000,000 Class A shares for $1 per
share. Payments by P-PR Transfer, LLP to PepsiAmericas pursuant to the Agreement
are recorded as additional paid-in capital, net of approximately $1,599 in
equity issuance costs. Also effective July 17, 1998, P-PR Transfer, LLP
purchased a total of 6,210,429 Class B shares under stock option agreements
between P-PR Transfer, LLP and the Class B shareholders. V. Suarez & Co., Inc.
("Suarez") then purchased 1,000,000 Class A shares and 1,242,085 Class B shares
from P-PR Transfer, LLP. The combination of these transactions resulted in a
change in control of PepsiAmericas.

    On July 17, 1998, PepsiAmericas issued a warrant to P-PR Transfer, LLP and
Suarez for the purchase of an additional 1,360,000 and 340,000 Class B shares,
respectively, for $6.875 per share, exercisable at any time during the 90 month
period from the date of the warrant.

    The Class A shares have a six-to-one voting preference over the Class B
shares.

4.  COMBINATION OF INTERESTS

    As described above, on July 17, 1998 P-PR Transfer, LLP, a partnership
principally owned by Pohlad Companies, acquired a controlling interest in
PepsiAmericas. Effective with the change in control, PepsiAmericas and two
related party entities, Delta Beverage Group, Inc. and Dakota Beverage Company,
Inc. shared common ownership and were under the common control of Pohlad
Companies. On June 28, 1999, PepsiAmericas entered into share exchange
agreements with the shareholders of Delta and Dakota. On October 1, 1999, the
PepsiAmericas shareholders approved the issuance of shares as outlined in the
exchange agreements. On October 15, 1999, PepsiAmericas issued 18,310,006 and
46,760,000 shares, respectively, of its Class B common shares in connection with
the acquisitions of Delta and Dakota, pursuant to these exchange agreements.
Pohlad Companies continues to be the controlling shareholder in PAS (the
"controlling shareholder").

    The share exchange transactions (the "combination") were accounted for as a
combination of entities under common control. Accordingly, the common equity
interests of Delta and Dakota owned by Pohlad Companies (representing 23.2% of
Delta and 100% of Dakota) were combined with PepsiAmericas at historical cost,
and the remaining common equity interests in Delta (the "Delta minority
interests") were acquired at fair value and accounted for using the "purchase"
method of accounting. PAS incurred approximately $6,548 in professional fees and
other costs related to the combination of interests. Costs of approximately
$4,884 attributable to combining the common equity interests of PepsiAmericas,
Delta and Dakota have been expensed, while remaining costs are included in total
costs to acquire the Delta minority interests.

                                                                              37
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

4.  COMBINATION OF INTERESTS (CONTINUED)
    Costs to acquire the Delta minority interests in excess of tangible net
assets acquired of approximately $123,509 were attributed to franchise rights
and are being amortized on a straight-line basis over 40 years. The consolidated
financial statements as of December 31, 1999 include a preliminary purchase
price allocation for this acquisition.

    The accompanying consolidated financial statements have been restated
beginning July 17, 1998 to include the financial position and results of
operations of PepsiAmericas, Delta and Dakota since that date, with the Delta
minority interests reported separately as a minority interest prior to the
combination date. The results of operations for PepsiAmericas, Delta and Dakota
for periods prior to the combination, and the combined amounts included in the
accompanying consolidated statements of income (loss) are as follows:

<TABLE>
<CAPTION>
                                      Nine Months Ended   Three Months Ended   Fiscal Year Ended   Fiscal Year Ended
                                        September 30         December 31         September 30        September 30
                                            1999                 1998                1998                1997
                                      -----------------   ------------------   -----------------   -----------------
<S>                                   <C>                 <C>                  <C>                 <C>
Net sales:
  PepsiAmericas                           $ 79,288             $ 28,328            $ 99,405            $ 99,172
  Delta                                    274,559               86,178              74,792                  --
  Dakota                                    76,473               23,591              22,553                  --
  Eliminations                                (521)              (1,451)               (415)                 --
                                          --------             --------            --------            --------
                                          $429,799             $136,646            $196,335            $ 99,172
                                          ========             ========            ========            ========
Net earnings (loss):
  PepsiAmericas                           $ (6,990)            $ (1,420)           $ (9,610)           $(19,503)
  Delta                                       (417)              (2,776)               (193)                 --
  Dakota                                    12,109                3,698               3,468                  --
  Other, including eliminations                209                2,178               1,820                  --
                                          --------             --------            --------            --------
                                          $  4,911             $  1,680            $ (4,515)           $(19,503)
                                          ========             ========            ========            ========
</TABLE>

    The following unaudited pro forma financial information reflects the
combined results of operations of PAS, including the acquisition of the Delta
minority interests, as if the combination had occurred as of the beginning of
1999. The pro forma adjustments are based upon available information, the
preliminary purchase price allocation and certain assumptions that PAS believes
are reasonable. The pro forma information does not purport to represent the
actual results of operations if the combination had occurred at the beginning of
the 1999. In addition, the information may not be indicative of future results.

<TABLE>
<CAPTION>
(Unaudited)                                     1999
-----------                                   --------
<S>                                           <C>
Net sales                                     $575,743
Net loss                                       (14,905)
Loss per common share                         $  (0.17)
</TABLE>

38
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

5.  PREFERRED STOCK OF SUBSIDIARY

    Delta has authorized preferred stock consisting of 30,000 designated
Series AA preferred shares. The Series AA preferred stock does not contain
voting nor conversion rights. Series AA preferred stockholders receive
cumulative dividends at an annual rate of 6% based on the $5 stated value per
share. The rate will increase 2% annually beginning October 1, 2004, but is
limited to a cumulative increase of 8%. Commensurate with the October 15, 1999
combination, dividends are payable quarterly in cash. Prior to the combination,
dividends were payable in cash or in additional shares of Series AA preferred
stock. Company obligations for dividends on preferred stock issued by Delta to
outside investors are recorded as minority interest expense in the accompanying
consolidated statements of income (loss). Delta's preferred stock, including
dividends paid with additional preferred shares through October 15, 1999, is
reflected as a minority interest obligation in the accompanying consolidated
balance sheets.

6.  ACQUISITIONS

    On December 3, 1999, PAS acquired the soft drink business of Desnoes and
Geddes Limited, a Jamaican bottler of Pepsi-Cola products and other brands and a
brewer of Red Stripe beer. The purchase price, consisting primarily of equipment
and bottling and distribution rights, was approximately $27,700 cash. Subsequent
thereto, PAS sold the franchise rights to certain brands to PepsiCo for
approximately $5,000. Purchase price attributed to the value of the franchise
rights, net of franchise rights sold to PepsiCo, was approximately $9,841 and
was capitalized. It is being amortized ratably over 40 years.

    In July 1999, PAS entered into a contract rights release agreement with
Seven-Up/RC Bottling Company of Puerto Rico, Inc. ("Seven-Up/RC") pursuant to
which Seven-Up/RC released its exclusive rights for the bottling and
distribution of the Seven-Up, Sunkist, Welch's and Schweppes brands in Puerto
Rico. The purchase price consisted of $12,000 cash. PAS obtained such releases
as a precondition to its entry into franchise agreements with each respective
franchisor. The purchase price was capitalized as the value of the franchise
rights, and is being amortized ratably over 40 years.

    During 1999 PAS acquired S&R Vending Company and C&C Vending Company,
full-line vending operations based in Wahpeton, North Dakota, and Aberdeen,
South Dakota, respectively. The total purchase price was not significant.

    The acquisitions described above were accounted for as purchases, and PAS's
consolidated results of operations include the results of the acquisitions since
their respective purchase dates. Costs of the franchises in excess of net assets
acquired of approximately $23,235 are being amortized on a straight-line basis
over 40 years. The consolidated financial statements as of December 31, 1999
include preliminary purchase price allocations for the acquisitions. The impact
of the acquisitions on PAS's consolidated results of operations was not
material.

7.  RESTRUCTURING CHARGE

    During the fourth quarter of fiscal year 1998, following the change in
control, a restructuring charge of $1,728 was established under a plan to
improve PAS's performance. The charge included approximately $679 of severance
and related charges for the elimination of 17 administrative personnel, $224 of
accruals for future

                                                                              39
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

7.  RESTRUCTURING CHARGE (CONTINUED)
payments to exit activities, including canceling lease agreements, and $825 of
asset writedowns related to the elimination of certain product lines and exiting
certain other business strategies. Severance payments in 1999, the three month
period ended December 31, 1998 and in fiscal year 1998 totaled approximately
$223, $409 and $47, respectively, while payments relating to other exit
activities in the three month period ended December 31, 1998 and in fiscal year
1998 approximated $116 and $108, respectively. Through December 31, 1999, all
restructuring activities had been completed.

8.  LONG-LIVED ASSETS HELD FOR SALE

    During fiscal year 1998, PAS recorded a noncash charge of $800 for the
additional impairment of an idle manufacturing facility in Puerto Rico held for
sale. The resulting carrying value of the manufacturing plant was consistent
with an appraisal on the facility obtained during the three months ended
December 31, 1998. As a result of increased production and the additional brands
acquired in the Seven-Up/RC acquisition (refer to Note 6), in 1999 PAS elected
to renovate the facility as a distribution warehouse. Consequently, such assets
(principally land and building) have been reclassified to property and equipment
in the accompanying consolidated balance sheet.

9.  SALE OF BUSINESS

    In December 1998, PAS agreed to sell substantially all net assets relating
to the bottling, sale and distribution of potable water under the "Cristalia"
tradename to Cristalia Acquisition Corp., and recorded a $250 non-cash charge
for the estimated impairment of the Cristalia net assets. The noncash charge was
reflected as a writedown of Cristalia's long-lived assets in the December 31,
1998 consolidated balance sheet. PAS agreed to continue the distribution of
Cristalia water for the purchaser.

    The sale was finalized in April 1999 and resulted in an additional
impairment charge of $267. The sales price of $1,200 consisted of $700 cash and
a $500 note receivable due in four annual installments beginning March 31, 2000.
The note may also be reduced by royalties earned by the purchaser on the
distribution of Cristalia water by PAS. The note receivable bears interest at
the Treasury Rate, as defined (approximately 5.12% as of December 31, 1999), and
is unsecured. As of December 31, 1999, the note receivable balance approximated
$454. The note receivable is included in other assets in the accompanying
consolidated balance sheet. Current installments on the note receivable of
approximately $73 are included in other receivables in the accompanying
consolidated balance sheet.

10.  BUSINESS INTERRUPTION AND OTHER LOSSES

    For the period from September 22, 1998 through October 21, 1998, PAS
incurred business interruption losses in Puerto Rico resulting from Hurricane
Georges. As the collection of a claim filed under PAS's business interruption
insurance policy was probable, PAS recorded anticipated recoveries of $346 in
the three month period ended December 31, 1998 and $1,309 in fiscal year 1998
attributable to business interruption and other losses. In 1999 PAS collected
the anticipated amount of insurance recoveries.

40
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

11.  INVENTORIES

    Inventories are stated at the lower of cost (first-in, first-out method) or
market and included the following:

<TABLE>
<CAPTION>
                                                             December 31
                                                          -----------------   September 30
                                                           1999      1998         1998
                                                          -------   -------   -------------
<S>                                                       <C>       <C>       <C>
Raw materials                                             $12,844   $ 4,418      $ 5,890
Finished goods                                             19,467    16,707       17,381
Spare parts and supplies                                       --        --          117
Work-in process                                                --        --           48
                                                          -------   -------      -------
                                                          $32,311   $21,125      $23,436
                                                          =======   =======      =======
</TABLE>

12.  PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment are stated at cost. Property and equipment
renewals and betterments are capitalized, while maintenance and repair
expenditures are charged to operations currently. Property and equipment under
capital leases are stated at the present value of the minimum lease payments.
Depreciation is calculated using the straight-line method over the estimated
useful lives of purchased assets, or the shorter of the lease terms or the
estimated useful lives of assets acquired under capital lease arrangements.
Those lives are as follows:

<TABLE>
<CAPTION>
                                                              Years
                                                              -----
<S>                                                           <C>
Buildings and improvements                                    33-40
Leasehold improvements                                         7-15
Machinery and equipment                                        2-15
</TABLE>

    Property and equipment included the following:

<TABLE>
<CAPTION>
                                                           December 31
                                                      ---------------------   September 30
                                                        1999        1998          1998
                                                      ---------   ---------   -------------
<S>                                                   <C>         <C>         <C>
Land and improvements                                 $  14,428   $  12,430     $  12,490
Buildings and improvements                               44,267      42,026        41,426
Machinery and equipment                                 217,704     183,253       187,157
                                                      ---------   ---------     ---------
                                                        276,399     237,709       241,073
Less: Accumulated depreciation                         (128,620)   (116,367)     (118,689)
                                                      ---------   ---------     ---------
                                                      $ 147,779   $ 121,342     $ 122,384
                                                      =========   =========     =========
</TABLE>

                                                                              41
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

13.  ACCRUED EXPENSES

    Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
                                                             December 31
                                                          -----------------   September 30
                                                           1999      1998         1998
                                                          -------   -------   -------------
<S>                                                       <C>       <C>       <C>
Payroll and related benefits                              $ 8,636   $ 4,097      $ 7,545
Income and other taxes                                      4,455     3,717        1,141
Marketing and advertising costs                             6,714     8,039        6,612
Insurance and related costs                                 4,469     4,821        4,987
Interest                                                    3,195     2,385        6,420
Restructuring reserves                                         --       223          748
Legal and environmental reserves                               --       660          760
Accrued trade payables                                      7,995     3,002        1,884
Other                                                       4,156     2,610        2,185
                                                          -------   -------      -------
                                                          $39,620   $29,554      $32,282
                                                          =======   =======      =======
</TABLE>

14.  INVESTMENT IN BAESA

    Throughout fiscal year 1997, PAS owned 12,345,348 shares, or approximately
17%, of the outstanding capital stock of BAESA. In 1997, the Buenos Aires Stock
Exchange and the New York Stock Exchange suspended trading of BAESA shares due
to its continued poor financial results. During fiscal year 1998, BAESA entered
into a long-term financial restructuring plan with its major debt holders in
Argentina whereby BAESA's unsecured lenders exchanged debt for substantially all
of the equity in BAESA. PAS did not exercise its right under a related rights
offering to retain its current proportionate ownership in BAESA, resulting in a
dilution of PAS's equity interest from approximately 17% to approximately 0.34%.
Effective June 17, 1998, PAS's remaining ownership in BAESA was transferred to
PAS's existing shareholders. PAS's recorded investment in BAESA had been reduced
to zero in fiscal year 1996.

42
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

15.  LONG-TERM DEBT AND OTHER LIABILITIES

    Long-term debt and other liabilities consisted of the following:


<TABLE>
<CAPTION>
                                                            December 31
                                                        -------------------   September 30
                                                          1999       1998         1998
                                                        --------   --------   -------------
<S>                                                     <C>        <C>        <C>
Term loan A, interest at 8.18% at December 31, 1999,
  due August 30, 2002                                   $ 30,000   $     --     $     --
Term loan B, interest at 8.68% at December 31, 1999,
  due August 30, 2003                                     65,000         --           --
Term loan, interest at the prime rate plus 2.5%
  (10.25% and 10.75% at December 31, 1998 and
  September 30, 1998, respectively), retired
  October 1999                                                --     23,048       23,330
Term loan, interest at 6.35%, retired October 1999            --      5,000        5,000
Senior notes payable, 9.75%, due December 16, 2003       120,000    120,000      120,000
Senior notes payable, 7.39%, retired October 1999             --      8,450        8,450
Senior notes payable, 6.97%, retired October 1999             --     20,000       20,000
Subordinated notes payable, 11%                               --     48,573       46,041
Revolving line of credit                                  69,920      9,600       10,000
Note payable to Poydras, interest at the prime rate
  plus 1% (9.50%, 8.75% and 9.25% at December 31, 1999
  and 1998, and September 30, 1998, respectively), due
  December 31, 2007                                        1,839      1,839        1,839
Capital lease obligations                                     --        144          301
Marketing support obligation, imputed interest at
  8.25% to 8.75%, payments due quarterly through
  April 26, 2001                                             203        331          371
Obligations under deferred compensation plans              2,012      3,333        3,678
Deferred purchase obligation                                 900        900          900
Obligations under exclusive beverage pouring rights
  contracts                                               10,867         --           --
Other                                                      1,309        890        1,304
                                                        --------   --------     --------
                                                         302,050    242,108      241,214
Less: Current installments                                (7,931)    (3,788)      (3,940)
                                                        --------   --------     --------
                                                        $294,119   $238,320     $237,274
                                                        ========   ========     ========
</TABLE>


    On October 15, 1999, PAS entered into a credit agreement with a syndicate of
banks led by Bank of America, N.A. ("Bank of America") which provides for two
term loan facilities ("Term Loan A" and "Term Loan B") totaling $95,000. The
proceeds from the term loan facilities were used to retire most of PAS's
existing term loans, senior notes and subordinated notes, except for the 9.75%
senior notes. The $30,000 Term Loan A is payable in 12 quarterly installments
beginning in January 2000, and the $65,000 Term Loan B is payable in

                                                                              43
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

15.  LONG-TERM DEBT AND OTHER LIABILITIES (CONTINUED)
16 quarterly installments beginning in January 2000. The credit agreement also
includes a revolving line of credit totaling $90,000 that matures in October
2002 (the "revolving line of credit"). Borrowings under the revolving line of
credit funded the remaining portion of the retired existing debt and a portion
of the combination of interests fees described in Note 4, and are used to fund
"permitted" acquisitions, as defined, and for general corporate purposes. The
term loan facilities and revolving line of credit bear interest, at PAS's
option, at (1) LIBOR, as adjusted, plus a defined margin, or (2) a defined
margin over the higher of (a) Bank of America's prime rate or (b) the federal
funds rate plus 0.5% (the "base rate"). Interest on the term loans and the
revolving line of credit is payable quarterly.

    The revolving line of credit includes a swing line facility of up to $5,000
and a $2,500 limit for the issuance of letters of credit. Swing line loans bear
interest at either the base rate or at an otherwise mutually agreed upon rate of
interest. The credit agreement also provides for a 0.5% fee on the unused line
of credit commitment and a letter of credit facility fee. Borrowings under the
credit agreement are collateralized by a priority lien on all Company assets not
subject to a prior lien or encumbrance.

    As of December 31, 1999, $65,220 was outstanding under the revolving line of
credit, including amounts outstanding under the swing line facility of $400. The
interest rate as of December 31, 1999 on amounts outstanding under the swing
line facility was 9.0%, while the interest rate on remaining amounts outstanding
ranged from 8.18% to 9.0%.

    In December 1996, Delta placed $120,000 of new senior notes and executed a
$30,000 bank revolving line of credit. In a registration statement filed with
the Securities and Exchange Commission under the Securities Act of 1933 and
declared effective in February 1997, Delta exchanged the $120,000 senior notes
for new $120,000 senior notes. The senior notes are general unsecured
obligations of Delta. Interest on the senior notes is payable semi-annually on
June 15 and December 15. The senior notes mature on December 16, 2003.

    Delta has available a $30,000 revolving line of credit which matures on
December 16, 2001 and bears interest, at Delta's option, at LIBOR or a defined
margin over the higher of (1) the bank's prime rate or (2) the federal funds
rate plus 0.5% (the "base rate"). Borrowings are limited to the sum of 80% of
Delta's eligible receivables and 50% of Delta's eligible inventory. The
revolving line of credit includes a swing line facility of up to $2.5 million.
Swing line loans bear interest at either the base rate or at an otherwise
mutually agreed upon rate of interest. The revolving line of credit also
includes a $10,000 limit for the issuance of letters of credit; the letter of
credit facility fee is based on the Eurodollar applicable margin less 0.125%.
The agreement also provides for a fee on the unused commitment ranging from
0.25% to 0.50%. Borrowings under the line of credit are secured by Delta's
accounts receivable and inventory. Interest and commitment fees are payable
quarterly.

    As of December 31, 1999 and 1998, and September 30, 1998, $4,700, $5,600 and
$3,500, respectively, was outstanding under this revolving line of credit. This
includes amounts outstanding under the swing line facility of $2,500 as of
December 31, 1999 and 1998, and September 30, 1998. The interest rate as of
December 31, 1999 and 1998, and September 30, 1998, on amounts outstanding under
the swing line facility was 6.92%, 6.88% and 7.86%, respectively, while the
interest rate on remaining amounts outstanding was 9.0%, 8.25% and 8.75%.

44
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

15.  LONG-TERM DEBT AND OTHER LIABILITIES (CONTINUED)
    Prior to the October 15, 1999 debt refinancing, PepsiAmericas maintained a
credit agreement with a bank that provided for a $25,000 term loan payable in
120 principal payments with a balloon payment at maturity in April 2007.
PepsiAmericas was required to maintain a $5,000 cash balance with the bank at
December 31, 1998 and September 30, 1998 which was restricted from use. The
credit agreement also included a $5,000 revolving credit facility. There were no
borrowings outstanding under the revolving credit facility as of December 31,
1998 or September 30, 1998. The term loan and revolving credit facility bore
interest at 2.5% over the LIBOR rate, if Eurodollar funds were available,
otherwise at the highest prime rate or base rate of interest published from time
to time in the Wall Street Journal by principal commercial banks headquartered
in New York, NY.

    Delta formerly maintained subordinated notes with interest due semi-annually
on April 1 and October 1, that could be paid in cash or, at the option of Delta,
by the issuance of additional subordinated notes ("PIK Notes"). The PIK Notes
bore interest at 11% or 15% depending upon whether the terms of the note
agreement would have permitted Delta to pay any portion of the interest in cash.
Delta issued additional subordinated notes of $5,490, $2,532 and $4,935 under
this provision during 1999, for the three months ended December 31, 1998 and in
fiscal year 1998, respectively. These additional notes bore interest at 11% and
are included with subordinated notes payable in the preceding table. The
subordinated notes were to mature on December 23, 2003, but were among the debt
retired in the October 15, 1999 debt refinancing.

    Prior to the October 15, 1999 debt refinancing, Dakota maintained $20,000 in
secured senior notes payable in varying semi-annual installments through
February 2003, an additional $20,000 in secured senior notes payable beginning
February 2002, and a $5,000 term loan with a bank payable beginning August 1,
1999 which bore interest at LIBOR plus 1.1%. Dakota also maintained a $25,000
revolving line of credit with a bank which bore interest at LIBOR plus 1.1%. As
of December 31, 1998 and September 30, 1998, $4,000 was outstanding under the
revolving line of credit.

    In connection with the October 15, 1999 debt refinancing, the Company
incurred financing fees of approximately $2,902. Costs incurred to obtain
long-term financing are deferred and amortized as adjustments of interest using
the effective interest method over the terms of the related agreements. Deferred
financing costs relating to the debt retired in 1999 of approximately $636 were
written off. This write-off and a prepayment penalty for the early retirement of
the Dakota senior notes of approximately $604, less a related income tax benefit
of $496, are reflected as an extraordinary item in the 1999 consolidated
statement of income (loss).

    PAS's long-term debt agreements require, among other things, the maintenance
of certain minimum financial ratios and financial requirements. As of
December 31, 1999 and 1998, and September 30, 1998, PAS was in compliance with
all debt covenants.

    In 1995, Delta acquired Miller Brands of Greater New Orleans, Inc. The
purchase price included a $900 deferred obligation payable upon the Miller
business achieving an annual $8,000 gross profit. Also, in connection with the
1995 and 1996 acquisitions of certain Miller Brewing Company beer
distributorships, PAS entered into marketing support agreements with Miller
Brewing Company's advertising agency for the general

                                                                              45
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

15.  LONG-TERM DEBT AND OTHER LIABILITIES (CONTINUED)
promotion of Miller products in the greater New Orleans, Louisiana area. The
marketing support obligations have been capitalized and are being amortized over
five years.

    Current maturities of obligations under exclusive beverage pouring rights
contracts are included in accrued expenses in the consolidated balance sheets.
The remaining obligations will be paid over the respective contract terms, which
range from two to ten years.

    Scheduled maturities of long-term debt for the four years subsequent to 2000
are as follows:

<TABLE>
<CAPTION>
Year                                           Amount
----                                           -------
<S>                                            <C>
2001                                           $10,724
2002                                            29,432
2003                                           221,737
2004                                                57
</TABLE>

16.  SHAREHOLDERS' EQUITY

    CLASS A COMMON SHARES

    As of December 31, 1999 and 1998, and September 30, 1998, Class A common
stock consisted of 5,000,000, $0.01 par value, authorized, issued and
outstanding common shares.

    CLASS B COMMON SHARES

    As of December 31, 1999, Class B common stock consisted of 145,000,000,
$0.01 par value, authorized common shares, with 82,314,377 common shares issued
and outstanding.

    As of December 31, 1998 and September 30, 1998 (prior to the combination of
interests transaction--see Note 4), Class B common stock consisted of
35,095,000, $0.01 par value, authorized common shares, with 16,743,251.80 common
shares issued and outstanding, and 1,000, $1.00 par value, authorized, issued
and outstanding common shares.

17.  INCOME TAXES

    PAS is subject to Federal, state and foreign income taxes in the U.S. and
certain foreign tax jurisdictions in which the Company has operations. As of
December 31, 1999, PAS had U.S. Federal net operating loss and tax credit
carryforwards (the "U.S. carryforwards") of approximately $132,821 which expire
through 2020 and foreign net operating loss carryforwards of approximately
$102,174 which expire through 2007. The U.S. carryforwards include approximately
$30,983 in net operating loss carryforwards and alternative minimum tax credit
carryforwards of approximately $887 incurred by Delta through October 15, 1999,
the combination date (the "Delta carryforwards"). The Delta net operating loss
carryforwards expire through 2007. As a result of the combination, utilization
of the Delta carryforwards is limited by the U.S. Internal Revenue Code to

46
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

17.  INCOME TAXES (CONTINUED)
approximately $5,600 per year. The Company's annual utilization of remaining
carryforwards is not limited under U.S. and international tax law.

    Beginning October 15, 1999, the taxable income of Delta and Dakota will be
included in the consolidated U.S. Federal income tax returns filed by
PepsiAmericas, Inc., which is the holding company that also has operating
subsidiaries in Puerto Rico. Subject to the limitations described above, U.S.
Federal net operating loss and tax credit carryforwards may be utilized by
PepsiAmericas, Inc. in its consolidated Federal income tax return.

    Prior to the October 15, 1999 combination, Dakota was an S corporation in
which its taxable income was included in the tax returns of its owners. In
connection with the combination, Dakota terminated its S corporation election
and became subject to corporate tax. As a result, in 1999 the Company recorded
approximately $3,407 in net deferred tax liabilities representing temporary
differences between Dakota's assets and liabilities for financial reporting and
income tax purposes. The effect of reinstating Dakota's deferred tax liabilities
is reflected in the 1999 income tax provision.

    The Company has recognized deferred income tax assets of
PepsiAmericas, Inc. for the estimated future income tax benefits of net
operating loss and tax credit carryforwards that are expected to be realized
through the reduction of the future taxable income within the carryforward
periods. While realization of deferred tax assets recognized is not assured,
management believes that it is "more likely than not" that the deferred income
tax assets will be realized. The amount of the deferred income tax assets
considered realizable, however, could be reduced if estimates of future taxable
income during the carryforward periods are reduced.

    The Company's operating subsidiaries in Puerto Rico file separate company
tax returns and cannot be included in the PepsiAmericas, Inc. consolidated tax
returns. Valuation allowances covering substantially all net operating loss
carryforwards of these operating subsidiaries have been provided as the Company
does not believe it is "more likely than not" that the future income tax
benefits will be realized. In addition, the Company has provided a valuation
allowance for certain Delta tax credit carryforwards that are expected to expire
in 2003 before the carryforwards can be realized. Any subsequent recognition of
tax benefits related to the valuation allowances for deferred tax assets will be
allocated to income from continuing operations.

    The Company's subsidiaries operating in Puerto Rico are subject to both
Puerto Rico income taxes and U.S. Federal income taxes. U.S. and Puerto Rico
income tax expense (benefit), temporary differences that give rise to deferred
tax assets, and valuation allowances are determined under both the U.S. and
Puerto Rico tax laws based upon the taxable income of the entities, and are
presented as such in the tables below. However, the subsidiaries are eligible
for and have elected the benefit of Section 936 of the U.S. Internal Revenue
Code, using the Economic Activity Limitation method. Section 936 allows a tax
credit equal to a portion of the amount of U.S. income taxes attributable to
earnings derived from operations within Puerto Rico and to certain qualified
investments maintained in Puerto Rico, subject to certain limitations. The
subsidiaries were in compliance with requirements necessary to utilize the
credits in 1999, for the three months ended December 31, 1998 and in fiscal
years 1998 and 1997. For taxable years beginning after December 31, 2001, a cap
is placed upon the Puerto Rican source business income eligible for the credit.
For tax years beginning after January 1, 2006, the economic activity credit is
repealed in its entirety.

                                                                              47
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

17.  INCOME TAXES (CONTINUED)
    Effective in 1998, PAS was granted an additional ten-year Puerto Rican tax
incentives exemption for its plastic preforms manufacturing subsidiary. Under
the terms of the grant, the subsidiary received a 90% exemption from Puerto Rico
income tax, a 60% exemption from municipal tax and a 90% exemption from property
tax. In exchange for these tax exemptions, PAS agreed to manufacture plastic
preforms and plastic bottles, employ a minimum number of persons, and maintain
equipment and facilities in Puerto Rico.

    The combined income tax expense (benefit) of PAS attributable to income
(loss) from continuing operations consisted of the following:

<TABLE>
<CAPTION>
                                                                             Three Months   Fiscal Years Ended
                                                               Year Ended       Ended          September 30
                                                              December 31    December 31    -------------------
                                                                  1999           1998         1998       1997
                                                              ------------   ------------   --------   --------
<S>                                                           <C>            <C>            <C>        <C>
Current:
  U.S.                                                           $  981          $191       $(1,171)   $(4,231)
  Non-U.S.                                                           69            33            83        342
                                                                 ------          ----       -------    -------
    Total current income tax expense (benefit)                    1,050           224        (1,088)    (3,889)
                                                                 ------          ----       -------    -------
Deferred:
  U.S.                                                            3,868           146        (1,394)        --
  Non-U.S.                                                          (86)          462           (33)       547
                                                                 ------          ----       -------    -------
    Total deferred income tax expense (benefit)                   3,782           608        (1,427)       547
                                                                 ------          ----       -------    -------
    Total income tax expense (benefit)                           $4,832          $832       $(2,515)   $(3,342)
                                                                 ======          ====       =======    =======
</TABLE>

48
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

17.  INCOME TAXES (CONTINUED)
    Income tax expense (benefit) attributable to income (loss) from continuing
operations differed from the amounts computed by applying the U.S. statutory
Federal tax rate (34% in 1999 and for the three months ended December 31, 1998;
35% for fiscal years 1998 and 1997) as a result of the following:

<TABLE>
<CAPTION>
                                                                             Three Months   Fiscal Years Ended
                                                               Year Ended       Ended          September 30
                                                              December 31    December 31    -------------------
                                                                  1999           1998         1998       1997
                                                              ------------   ------------   --------   --------
<S>                                                           <C>            <C>            <C>        <C>
Computed statutory Federal tax expense (benefit)                $(1,127)        $ 125       $(2,326)   $(7,984)
State taxes, net of Federal benefit                                (230)         (100)           24         --
Non-U.S. income taxes                                            (9,910)        1,504        (5,998)       342
Change in the beginning-of-the-year balance of the valuation
  allowance for deferred income tax assets                       14,483          (826)        9,567     13,829
Effects of Delta and Dakota pre-combination income (loss)        (4,083)           85        (1,324)        --
Reinstatement of Dakota deferred income tax liabilities on
  combination date                                                3,407            --            --         --
Non-deductible fees and expenses                                  2,893            51           207         --
Puerto Rico economic activity credit                               (555)         (791)       (1,356)    (2,050)
Calculated NOL value of 1997 loss, as adjusted, for Puerto
  Rico income taxes                                                  --            --            --     (6,437)
Income tax credit related to prior year's losses                     --            --            --       (745)
Carryback of U.S. Federal net operating losses, previously
  reserved                                                           --           196        (1,251)        --
Tax rate changes                                                     --           585            --         --
Other, net                                                          (46)            3           (58)      (297)
                                                                -------         -----       -------    -------
Total income tax expense (benefit)                              $ 4,832         $ 832       $(2,515)   $(3,342)
                                                                =======         =====       =======    =======
</TABLE>

    The significant components of deferred income tax expense (benefit)
attributable to income (loss) from continuing operations are as follows:

<TABLE>
<CAPTION>
                                                                           Three Months   Fiscal Years Ended
                                                             Year Ended       Ended          September 30
                                                            December 31    December 31    -------------------
                                                                1999           1998         1998       1997
                                                            ------------   ------------   --------   --------
<S>                                                         <C>            <C>            <C>        <C>
Deferred income tax expense (benefit)                         $(10,701)       $1,434      $(10,994)  $(13,282)
Increase (decrease) in beginning-of-the-year balance of
  the valuation allowance for deferred income tax assets,
  net of amount capitalized in 1999 of $787                     14,483          (826)        9,567     13,829
                                                              --------        ------      --------   --------
Total deferred income tax expense (benefit)                   $  3,782        $  608      $ (1,427)  $    547
                                                              ========        ======      ========   ========
</TABLE>

                                                                              49
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

17.  INCOME TAXES (CONTINUED)
    The tax effects of temporary differences that give rise to significant
portions of the deferred income tax assets and liabilities are presented below:

<TABLE>
<CAPTION>
                                                              December 31    December 31    September 30
                                                                  1999           1998           1998
                                                              ------------   ------------   -------------
<S>                                                           <C>            <C>            <C>
Property, plant and equipment                                   $ (6,965)      $ (3,417)      $ (4,414)
U.S. net operating loss and tax credit carryforwards              45,159         34,162         33,380
Non-U.S. net operating loss and tax credit carryforwards          39,848         29,897         31,178
Reserves and accruals                                              7,104         11,451         12,794
Deferred compensation liabilities                                  1,092          1,159          1,156
Basis difference in Delta preferred stock                          4,668          4,668          4,668
Inventories                                                          809            667            688
Basis in intangible assets                                        (2,760)          (556)          (556)
Other, net                                                          (143)            80            651
                                                                --------       --------       --------
Total deferred tax assets                                         88,812         78,111         79,545
Less--Valuation allowance                                        (65,084)       (49,814)       (50,640)
                                                                --------       --------       --------
Net deferred tax asset                                          $ 23,728       $ 28,297       $ 28,905
                                                                ========       ========       ========
</TABLE>

18.  RELATED PARTY TRANSACTIONS

    PAS is a licensed producer and distributor of Pepsi-Cola and related soft
drinks and other beverages. PAS purchases concentrate from PepsiCo to be used in
the production of carbonated soft drinks and other ready-to-drink beverages. PAS
also produces or distributes other products and purchases finished goods and
concentrate through various arrangements with PepsiCo or PepsiCo joint ventures.
Such purchases are reflected in cost of sales. PepsiCo and PAS share a business
objective of increasing the availability and consumption of Pepsi-Cola
beverages. Accordingly, PepsiCo provides PAS with various forms of marketing
support to promote Pepsi-Cola beverages. This support covers a variety of
initiatives, including marketplace support, marketing programs, capital
equipment investment and shared media expense. Based on the objective of the
programs and initiatives, marketing support is recorded as an adjustment to net
sales or as a reduction of selling, general and administrative expenses.

    There are no minimum fees or payments that PAS is required to make to
PepsiCo, nor is PAS obligated to PepsiCo under any minimum purchase
requirements. There are no conditions or requirements that could result in the
repayment of any marketing support payments received by PAS from PepsiCo.

    PAS manufactures and distributes fountain products and provides fountain
equipment service to PepsiCo customers in some domestic territories in
accordance with the PepsiCo beverage agreements. In addition, PAS pays a royalty
fee to PepsiCo for the AQUAFINA trademark. Royalty fees paid to PepsiCo in 1999,
during the three months ended December 31, 1998 and in fiscal year 1998
approximated $638, $81 and $72, respectively.

50
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

18.  RELATED PARTY TRANSACTIONS (CONTINUED)
    PepsiAmericas and Delta each maintain a management agreement with the
controlling shareholder of PAS. For services performed pursuant to the
management agreements, PepsiAmericas and Delta each pay the controlling
shareholder a management fee. Until October 1999, Dakota also was party to a
management agreement with the controlling shareholder. Management fees of
approximately $3,005, $774 and $644 were recorded in 1999, the three months
ended December 31, 1998, and in fiscal year 1998, respectively.

    During the three months ended December 31, 1998, and in fiscal years 1998
and 1997, PAS paid approximately $175, $744 and $3,671, respectively, in
advertising fees to a firm controlled by a former shareholder of PAS.

    During 1999, the three months ended December 31, 1998, and in fiscal years
1998 and 1997, PAS paid approximately $2, $16, $241 and $411, respectively, in
legal fees to a firm with a partner who is a relative of PAS's former president.

    During 1998, Dakota advanced $33,400 in cash to the controlling shareholder
in exchange for a note receivable. The note receivable was due in annual
principal installments of $500 beginning December 31, 2001, with a balloon
payment of $29,900 due on June 30, 2008. In connection with the combination
described in Note 4, the note receivable was forgiven. As a result, the note has
been reflected as a component of stockholders' equity in the accompanying
consolidated balance sheets. The note receivable bore interest at 7%; all
interest payments due through the forgiveness date of the note were made.

    Prior to the combination, Dakota, as an S corporation, declared monthly tax
distributions in the form of a dividend to Pohlad Companies, in amounts equal to
the income or other tax liabilities incurred by Pohlad Companies. Dakota also
declared and paid quarterly dividends equal to 50% of net income, net of tax
distributions, to Pohlad Companies. Dividends approximated $9,173, $2,426 and
$3,111 in 1999, for the three months ended December 31, 1998, and in fiscal year
1998, respectively. These amounts are reflected as a component of consolidated
stockholders' equity in the accompanying consolidated balance sheets.

    PAS purchases bottled and canned beverages from Wis-Pak, Inc., an entity in
which PAS maintains an equity interest. During 1999, the three months ended
December 31, 1998, and in fiscal year 1998, Company purchases approximated
$51,200, $12,350 and $11,600, respectively. PAS's investment in Wis-Pak, Inc. is
accounted for using the cost method and is reflected in other assets in the
accompanying consolidated balance sheets.

    Certain former members of PAS's Board of Directors and certain of its former
executive officers were also directors and/or officers of BAESA until
approximately mid-1996. In 1996 and prior, PepsiAmericas sold preforms to BAESA
pursuant to a long-term supply contract. The contract was terminated during the
year ended September 30, 1997. Pursuant to the termination agreement, Company
obligations to BAESA of approximately $2,065 were settled for a cash payment of
$50. In addition, PAS was relieved of obligations relating to certain operating
leases. The gain on early termination of the supply agreement was recorded in
fiscal year 1996.

                                                                              51
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

19.  EMPLOYEE BENEFIT PLANS

    PAS sponsors separate defined contribution employee benefit plans that cover
all eligible full-time employees of Delta, Dakota and PepsiAmericas. Employees
in the Delta plan can defer up to 15% of their salaries and wages and receive
matching contributions from PAS of up to $1.0. Employees in the Dakota plan can
defer up to 15% of their salaries and wages and receive matching payments from
PAS of up to 4%, up to a maximum of 50% of the employee's total contribution.
Employees in the PepsiAmericas plan can defer up to 10% of their salaries and
wages and receive matching contributions from PAS of up to 5% of base
compensation. Employer contributions to the plans in 1999, for the three months
ended December 31, 1998, and in fiscal year 1998 were approximately $945, $642
and $181, respectively.

    PAS also maintains a nonqualified deferred compensation plan that is
available for certain senior executives. Executives who participate in the plan
may elect to defer a percentage of their compensation (as defined), subject to
limitations imposed by the U.S. Internal Revenue Service and PAS, and are
eligible to receive discretionary contributions from PAS. Employee deferrals and
employer discretionary contributions are held in a trust restricted from the
general assets of PAS. Restricted assets held in trust, included in other assets
in the accompanying consolidated balance sheets, totaled $2,015, $1,692 and
$1,394 at December 31, 1999 and 1998, and September 30, 1998, respectively.

    PAS maintains separate qualified, non-contributory salaried and hourly
defined benefit pension plans covering eligible salaried and hourly employees of
PepsiAmericas. Benefits under the salaried plan are based upon years of service
and average earnings during the last five years of employment, while benefits
under the hourly plan represent a fixed amount times years of credited service.
PAS makes annual contributions to the plans as required by applicable
regulations. Contributions provide benefits for service rendered to date and for
services expected to be performed in the future. The plans are insured by the
Pension Benefit Guaranty Corporation. On April 16, 1997, PAS suspended future
participation in the plans for an indeterminable period. As a result, the
projected benefit obligation is equal to the accumulated benefit obligation for
each plan.

    PAS recognizes a minimum pension asset/liability, computed based upon the
accumulated benefit obligation and the fair value of plan assets, with an
adjustment to consolidated shareholders' equity.

52
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

19.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The following table presents the changes in benefit obligation and plan
assets for 1999, the three months ended December 31, 1998, and fiscal year 1998,
and the plans' funded status and amounts recognized in the consolidated balance
sheets as of December 31, 1999 and 1998, and September 30, 1998.

<TABLE>
<CAPTION>
                                                                             Three Months    Fiscal Year
                                                               Year Ended       Ended           Ended
                                                              December 31    December 31    September 30
                                                                  1999           1998           1998
                                                              ------------   ------------   -------------
<S>                                                           <C>            <C>            <C>
Changes in benefit obligation:
  Benefit obligation, beginning of period                        $7,662        $ 7,650         $ 7,195
  Interest cost                                                     509            131             491
  Actuarial (gain) loss                                            (854)            --             791
  Benefits paid                                                    (563)          (119)           (827)
                                                                 ------        -------         -------
  Benefit obligation, end of period                              $6,754        $ 7,662         $ 7,650
                                                                 ======        =======         =======
Change in plan assets:
  Fair value of plan assets, beginning of period                 $5,807        $ 4,498         $ 4,903
  Actual return on plan assets                                    2,150          1,024            (599)
  Employer contributions                                          1,210            404           1,021
  Benefits paid                                                    (563)          (119)           (827)
                                                                 ------        -------         -------
  Fair value of plan assets, end of period                       $8,604        $ 5,807         $ 4,498
                                                                 ======        =======         =======

Funded status                                                    $1,850        $(1,855)        $(3,152)
Unrecognized actuarial loss                                        (832)         1,890           2,836
                                                                 ------        -------         -------
Prepaid (accrued) benefit cost recognized                        $1,018        $    35         $  (316)
                                                                 ======        =======         =======
Amounts recognized in the consolidated balance sheets
  consist of:
Prepaid benefit cost                                             $1,496        $    --         $    --
Accrued pension cost, including a $78, $50 and $42 current
  portion                                                          (478)        (1,855)         (3,152)
Minimum pension liability adjustment included in accumulated
  other comprehensive income                                         --          1,890           2,836
                                                                 ------        -------         -------
Net amount recognized                                            $1,018        $    35         $  (316)
                                                                 ======        =======         =======
</TABLE>

                                                                              53
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

19.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    Net periodic pension cost for PAS's pension plans comprised the following:

<TABLE>
<CAPTION>
                                                                                            Fiscal Years
                                                                             Three Months       Ended
                                                               Year Ended       Ended       September 30
                                                              December 31    December 31    -------------
                                                                  1999           1998       1998    1997
                                                              ------------   ------------   -----   -----
<S>                                                           <C>            <C>            <C>     <C>
Changes in benefit obligation:
Service cost                                                     $  --          $  --       $  --   $ 108
Interest cost                                                      509            131         491     557
Expected return on plan assets                                    (566)          (104)       (478)   (425)
Amortization of prior service cost                                  --             --          --      11
Amortization of actuarial loss                                      53             23          24     165
                                                                 -----          -----       -----   -----
Net periodic pension cost                                        $  (4)         $  50       $  37   $ 416
                                                                 =====          =====       =====   =====
</TABLE>

    Key assumptions used in preparing the December 31, 1999 and 1998, and
September 30, 1998 and 1997 actuarial valuations include the following:

<TABLE>
<CAPTION>
                                                                                             Fiscal Years
                                                                             Three Months       Ended
                                                               Year Ended       Ended        September 30
                                                              December 31    December 31    --------------
                                                                  1999           1998       1998      1997
                                                              ------------   ------------   ----      ----
<S>                                                           <C>            <C>            <C>       <C>
Discount rate                                                       8%             7%         7%        7%
Salary scale for salaried plan                                    N/A            N/A        N/A         4%
Expected return on plan assets                                      9%             9%         9%        9%
</TABLE>

20.  TERMINATION OF DEFERRED COMPENSATION PLANS

    Prior to the combination, Delta and Dakota maintained phantom stock plans
available to certain key members of management. These plans allowed eligible
senior executives to participate in the continued success of the companies based
upon the appreciation in the equity value of the companies, as defined. The
equivalent of 45,576 shares had been granted under these plans. During the three
months ended December 31, 1998, and in fiscal 1998, benefits of $(390) and $50,
respectively, were earned under the plans.

    In the 1999 fourth quarter, PAS revalued the deferred compensation under the
phantom plans based upon the revised equity value for each company, determined
by a third party investment bank in connection with the combination of interests
transaction. Benefits of approximately $3,407 earned in 1999 are reflected in
the accompanying consolidated statement of income (loss). PAS then terminated
the deferred compensation plans by issuing to the participants in satisfaction
of the obligations 554,371 shares of Class B common stock and by granting
486,583 qualified stock options to acquire shares of Class B common stock under
a stock option plan established in 1999.

54
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

21.  STOCK OPTION PLANS

    During 1999, PAS established a stock option plan authorizing grants of
options to purchase up to 4,000,000 shares of authorized but unissued Class B
common stock (the "1999 Plan"). PAS's Board of Directors may grant stock options
to eligible employees and directors of PAS, and to outside consultants or
advisors who provide services to PAS. At December 31, 1999, there were 3,513,417
shares available for grant under this plan.

    In fiscal year 1997, PAS adopted two stock option plans (the "1997 Plans")
pursuant to which PAS's Board of Directors may grant stock options to certain
employees and directors of PAS and its affiliates who have served in such
capacities for at least one year prior to the date the options are granted. The
plans authorize grants of options to purchase up to 1,000,000 shares of
authorized but unissued Class B common stock. At December 31, 1999, there were
247,500 shares available for grant under these plans.

    The 1999 Plan provides for grants of either incentive or non-qualified stock
options. One of the 1997 Plans is designed to be qualified for income tax
purposes, whereas the other is not a qualified plan. Qualified stock options are
granted with an exercise price equal to the stock's fair market value at the
date of the grant. Non-qualified stock options may have an exercise price below
the stock's fair market value at the date of grant ("below market options"). In
accordance with APB Opinion No. 25, deferred compensation is recorded to reflect
any difference between the exercise price and market value for below market
options, and is expensed over the vesting period of the options. During the
three months ended December 31, 1998, PAS granted below market options to
acquire 452,500 shares of PAS's Class B stock, which vest over five years. In
1999 and for the three months ended December 31, 1998, deferred compensation
expense of $101 and $50 was recorded related to this grant. All stock options
vest and become fully exercisable in accordance with the terms of their grant.

    In fiscal year 1997, PAS entered into a stock option agreement with its
former president to acquire 1,516,667 Class B common shares of PAS at an
exercise price of $5.00 per share. These stock options are exercisable in whole
or in part until they expire in July 2001.

                                                                              55
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

21.  STOCK OPTION PLANS (CONTINUED)
    PAS accounts for these plans using the intrinsic value method. Had
compensation cost for these plans been determined consistent with SFAS No. 123,
"Accounting for Stock-Based Compensation," PAS's net income (loss) and net
income (loss) per common share would have been reduced to the following pro
forma amounts:

<TABLE>
<CAPTION>
                                                            Three Months   Fiscal Years Ended
                                              Year Ended       Ended          September 30
                                             December 31    December 31    ------------------
                                                 1999           1998        1998       1997
                                             ------------   ------------   -------   --------
<S>                                          <C>            <C>            <C>       <C>
Net income (loss):
  As reported                                  $ (9,450)       $1,680      $(4,515)  $(19,503)
  Pro forma                                     (10,632)        1,531       (4,871)   (25,510)
Income (loss) per common share:
  As reported                                  $  (0.11)       $ 0.02      $ (0.13)  $  (0.91)
  Pro forma                                       (0.12)         0.02        (0.14)     (1.19)
Income (loss) per common share--assuming
  dilution:
  As reported                                  $  (0.11)       $ 0.02      $ (0.13)  $  (0.91)
  Pro forma                                       (0.12)         0.02        (0.14)     (1.19)
</TABLE>

    The effect on pro forma net income (loss) and income (loss) per common share
of expensing the estimated fair value of stock options is not necessarily
representative of the effect on reported earnings in future years due to the
vesting period of stock options and the potential for issuance of additional
stock options in future years. The weighted average fair value of options
granted in 1999, in the three months ended December 31, 1998 and in fiscal years
1998 and 1997 were $3.11, $3.06, $4.91 and $3.52, respectively. The fair value
of each option grant was estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                                                Fiscal Years
                                                                Three Months       Ended
                                                  Year Ended       Ended        September 30
                                                 December 31    December 31    --------------
                                                     1999           1998       1998      1997
                                                 ------------   ------------   ----      ----
<S>                                              <C>            <C>            <C>       <C>
Risk-free interest rate                              6.41%           6.0%       6.0%      6.1%
Price volatility                                     43.0%          33.7%      66.7%     51.5%
Expected dividend yield                               0.0%           0.0%       0.0%      0.0%
Expected term (in years)                               10             10         10        10
</TABLE>

56
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

21.  STOCK OPTION PLANS (CONTINUED)
    A summary of PAS's stock option plans at December 31, 1999 and 1998, and
September 30, 1998 and 1997, and changes during the periods then ended, is as
follows:

<TABLE>
<CAPTION>
                                                              Option Shares   Price Range
                                                              -------------   -----------
<S>                                                           <C>             <C>
Outstanding at September 30, 1996                                      --              --
  Granted                                                       1,706,667     $      5.00
  Exercised                                                            --              --
  Lapsed or canceled                                                   --              --
                                                                ---------     -----------
Outstanding at September 30, 1997                               1,706,667     $      5.00
  Granted                                                         110,000     $6.25-$8.75
  Exercised                                                      (190,000)    $      5.00
  Lapsed or canceled                                                   --              --
                                                                ---------     -----------
Outstanding at September 30, 1998                               1,626,667     $5.00-$8.75
  Granted                                                         452,500     $      3.63
  Exercised                                                            --              --
  Lapsed or canceled                                                   --              --
                                                                ---------     -----------
Outstanding at December 31, 1998                                2,079,167     $3.63-$8.75
  Granted                                                         486,583     $      4.75
  Exercised                                                            --              --
  Lapsed or canceled                                                   --              --
                                                                ---------     -----------
Outstanding at December 31, 1999                                2,565,750     $3.63-$8.75
                                                                =========     ===========
</TABLE>

    At December 31, 1999, the number of options exercisable was 2,113,250. The
weighted average exercise price of all options and options exercisable was $4.55
and $4.75, respectively, and the weighted average remaining contractual life of
all options and options exercisable was 8.28 years and 8.24 years, respectively.

22.  COMMITMENTS AND CONTINGENCIES

    LEASE COMMITMENTS

    PAS leases certain office space and other facilities under agreements
expiring through 2010. Total rent expense in 1999, the three months ended
December 31, 1998, and in fiscal years 1998 and 1997 was approximately $5,176,
$1,528, $2,645 and $1,661, respectively.

                                                                              57
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

22.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
    Future minimum rental payments under all noncancellable operating leases
with initial or remaining lease terms of one year or more were as follows at
December 31, 1999:

<TABLE>
<CAPTION>
Year                                           Amount
----                                           ------
<S>                                            <C>
2000                                           $4,971
2001                                            4,521
2002                                            3,654
2003                                            2,441
2004                                            1,616
</TABLE>

    LEGAL AND ENVIRONMENTAL RESERVES

    In fiscal year 1998, PAS recorded a provision of $760 to increase its legal
and environmental reserves, principally to remove four underground storage tanks
and remediate soil contamination at the former manufacturing facility, to settle
two outstanding supplier claims and to establish legal reserves for various
litigation, claims and assessments. During 1999, PAS successfully subrogated the
environmental exposure to the former owner/operator of the underground storage
tanks and favorably settled the supplier claims at amounts less than that
previously reserved. Consequently, excess legal and environmental reserves of
$490 were returned to earnings and are reflected in the accompanying
consolidated statement of income (loss).

    SETTLEMENT OF LITIGATION

    PAS was formerly a defendant in nine class actions alleging federal
securities violations by PAS and various former officers and directors of PAS.
These claims were settled as of September 30, 1997. PAS has recorded the cost of
the settlement in fiscal year 1997 as follows:

<TABLE>
<S>                                                           <C>
Cost of 2,500,000 Class B shares effectively contributed by
  the founding shareholders, valued using the average
  trading price of the stock for a period of trade dates
  prior to the date of the settlement                         $13,172
Cash payments of $2,500, less recovery from insurers               --
                                                              -------
                                                              $13,172
                                                              =======
</TABLE>

    As a part of the settlement, PAS was reimbursed $4,000 from its directors
liability insurers, $2,500 of which were deemed a reimbursement of amounts paid
to claimants, with the remainder offset against legal expenses incurred in
connection with the settlement. The contribution of the 2,500,000 Class B shares
by the founding shareholders was reflected as a contribution of capital using
the average trading price of the stock referred to above.

58
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

22.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
    The effect of the settlement on the pre-tax results of PAS for the fiscal
year ended September 30, 1997, was as follows:

<TABLE>
<S>                                                           <C>
Reduction in administrative expenses                          $  1,500
Settlement of the litigation                                   (13,172)
                                                              --------
Net effect on net income (loss)                                (11,672)
Contribution of Class B shares by founding shareholders         13,172
                                                              --------
Net effect on shareholders' equity                            $  1,500
                                                              ========
</TABLE>

    In addition, the Securities and Exchange Commission (the "Commission") was
pursuing a formal order of investigation in connection with accounting
irregularities discovered in fiscal year 1996. In fiscal year 1998, PAS settled
the Commission's charges with an agreement to cease and desist from committing
any violation or future violation of specified securities laws. PAS was not
required to pay any fines or penalties associated with this settlement.

    GENERAL LITIGATION

    PAS is subject to various litigation, claims and assessments arising in the
normal course of business. Management believes that the ultimate resolution of
these matters, either individually or in the aggregate, will not have a
materially adverse effect on PAS's consolidated financial position or results of
operations.

23.  CHANGE IN YEAR-END

    Effective January 1, 1999, PAS changed its fiscal year-end from
September 30 to December 31. As a result, in 1999 PAS reported its results on a
calendar year basis. Summarized financial information for the three months ended
December 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                                            1997
                                                                1998     (Unaudited)
                                                              --------   -----------
<S>                                                           <C>        <C>
Net sales                                                     $136,646    $ 25,517
                                                              ========    ========
Gross profit                                                  $ 42,558    $  8,318
                                                              ========    ========
Income tax expense                                            $    832    $    125
                                                              ========    ========
Net income (loss)                                             $  1,680    $   (991)
                                                              ========    ========
Net income (loss) per common share--basic                     $   0.02    $  (0.05)
                                                              ========    ========
Net income (loss) per common share--assuming dilution         $   0.02    $  (0.05)
                                                              ========    ========
Weighted average number of common shares outstanding (in
  thousands)                                                    86,760      21,500
                                                              ========    ========
</TABLE>

                                                                              59
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          DECEMBER 31, 1999 AND 1998, AND SEPTEMBER 30, 1998 AND 1997

               (U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

24.  SUBSEQUENT EVENTS

    In February 2000, PAS received the exclusive rights to distribute Tropicana
single-serve juices and juice drinks, including Season's Best juices and
Tropicana Twister, in Puerto Rico.

    Subject to the approval of the Company's shareholders, effective April 1,
2000, PAS will establish an Employee Stock Purchase Plan to allow eligible
employees, as defined, to participate in the success of PAS through the purchase
of Class B shares of common stock. A total of 2,000,000 shares will be available
for purchase under the plan.

25.  INTERIM FINANCIAL RESULTS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Quarter
                                                      ----------------------------------------------------
                                                       First      Second     Third      Fourth     Total
                                                      --------   --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>        <C>
1999
Net sales                                             $125,345   $150,187   $154,788   $145,423   $575,743
Gross margin                                            39,617     49,230     49,499     45,171    183,517
Earnings (loss) before income taxes, minority
  interest and extraordinary item                       (2,633)     3,214      5,126     (9,021)    (3,314)
Net earnings (loss)                                        444        379      4,088    (14,361)    (9,450)
  Earnings (loss) per share of common stock               0.01       0.00       0.05      (0.16)     (0.11)

1998
Net sales                                             $ 22,943   $ 25,842   $122,033   $136,646   $307,464
Gross margin                                             6,011      6,581     37,797     42,558     92,947
Earnings (loss) before income taxes, minority
  interest and extraordinary item                       (2,212)    (2,919)      (532)       367     (5,296)
Net earnings (loss)                                     (1,151)    (3,058)       685      1,680     (1,844)
  Earnings (loss) per share of common stock              (0.05)     (0.14)      0.01       0.02      (0.02)
</TABLE>

60
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    PAS previously reported a change in independent accountants for the fiscal
year ending September 30, 1998. See PAS's Current Report on Form 8-K dated
September 1, 1998.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

    PAS incorporates by reference the information contained under the captions
"Proposal 1: Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in its definitive proxy statement for the 2000 Annual
Meeting of Shareholders filed pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended.

    The Executive Officers of PAS and their ages, as of February 1, 2000, were
as follows:


<TABLE>
<CAPTION>
       Name              Age                      Position
-------------------      ---   ----------------------------------------------
<S>                      <C>   <C>
Robert C. Pohlad         45    Chairman, Chief Executive Officer and Director

Kenneth E. Keiser        48    President and Chief Operating Officer

John F. Bierbaum         55    Chief Financial Officer, Senior Vice President

Bradley J. Braun         45    Vice President, Finance and Assistant
                               Secretary

Jay S. Hulbert           46    Vice President, Operations

Raymond R. Stitle        46    Vice President, Human Resources

Lawrence I. Flood        40    Vice President and General Manager

George W. Haugo          55    Vice President and General Manager

Michael G. Naylor        41    Vice President and General Manager

Charles M. Pullias       50    Vice President and General Manager

A. David Velez           45    Vice President and General Manager
</TABLE>


ITEM 11.  EXECUTIVE COMPENSATION

    PAS incorporates by reference the information contained under the captions
"Executive Compensation" and "Director Compensation" in its definitive proxy
statement for the 2000 Annual Meeting of Shareholders filed pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    PAS incorporates by reference the information contained under the caption
"Security Ownership" in its definitive proxy statement for the 2000 Annual
Meeting of Shareholders filed pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    PAS incorporates by reference the information contained under the caption
"Certain Relationships and Related Transactions" in its definitive proxy
statement for the 2000 Annual Meeting of Shareholders filed pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended.

                                                                              61
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

    (a) Documents filed as part of this report:

       (1) A list of the financial statements filed as part of this report
          appears on page 25.

       (2) The financial statement schedule required to be filed as part of this
          report consists of Schedule II--Valuation and Qualifying Accounts
          appearing at the end of this Item.

       (3) The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
       Exhibit
       Number                                   Description
---------------------                           -----------
<C>                     <S>
         3.1            Amended and Restated Certificate of Incorporation of
                        Pepsi-Cola Puerto Rico Bottling Company, as amended.

         3.2            Amended and Restated Bylaws of Pepsi-Cola Puerto Rico
                        Bottling Company, as amended.

         4.1            Form of Specimen Stock Certificate representing Class B
                        Shares.

         4.2            Credit Agreement by and among PepsiAmericas, Inc. and
                        DakBev, LLC, as Borrowers, Bank of America, N.A., as
                        Administrative Agent and as Lender, and First Union National
                        Bank, and Norwest Bank Minnesota, N.A., as Co-Documentation
                        Agents and The Lenders Party Hereto From Time to Time dated
                        October 15, 1999.

        10.1            Transfer Agreement among Rafael Nin, P-PR Transfer, LLP and
                        the Company dated June 15, 1998 (incorporated by reference
                        to Exhibit 2.1 to Amendment No. 3 to the Company's
                        Registration Statement on Form S-3 (Reg. No. 333-40093).

        10.2            Warrant dated as of July 17, 1998, to purchase 1,360,000
                        shares of Class B common stock issued to P-PR Transfer, LLP
                        (incorporated by reference to Exhibit 10.2 to the Company's
                        Form 8-K dated July 31, 1998).

        10.3            Warrant dated as of July 17, 1998, to purchase 340,000
                        shares of Class B Common stock issued to V. Suarez &
                        Co., Inc. (incorporated by reference to Exhibit 10.3 to the
                        Company's Form 8-K dated July 31, 1998).

        10.4            Accounting Services Agreement between Delta Beverage
                        Group, Inc. and the Company dated October 16, 1998
                        (incorporated by reference to Exhibit 10.6 to the Company's
                        Annual Report on Form 10-K for the fiscal year ended
                        September 30, 1998).

        10.5            Management Agreement between Pohlad Companies and the
                        Company dated July 20, 1998 (incorporated by reference to
                        Exhibit 10.7 to the Company's Annual Report on Form 10-K for
                        the fiscal year ended September 30, 1998).

        10.6            Stock Option Agreement dated as of October 15, 1996 between
                        Rafael Nin and Pepsi-Cola Puerto Rico Bottling Company
                        (incorporated by reference to exhibit 1 to the Amendment
                        No. 1 to the Schedule 13D of Rafael Nin dated January 7,
                        1997).

        10.7            Pepsi-Cola Puerto Rico Bottling Company Qualified Stock
                        Option Plan dated as of December 30, 1996 (incorporated by
                        reference to exhibit 2 to the Amendment No. 1 to the
                        Scheduled 13D of Rafael Nin dated January 7, 1997).

        10.8            Pepsi-Cola Puerto Rico Bottling Company Non-Qualified Stock
                        Option Plan dated as of December 30, 1996 (incorporated by
                        reference to the Company's Proxy Statement dated
                        January 31, 1997).
</TABLE>

62
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
       Exhibit
       Number                                   Description
---------------------                           -----------
<C>                     <S>
        10.9            Amendment dated as of June 15, 1998 to Stock Option
                        Agreement dated as of October 15, 1996 between Rafael Nin
                        and the Company (incorporated by reference to Exhibit 10.11
                        to the Company's Annual Report on Form 10-K for the fiscal
                        year ended September 30, 1998).

        10.10           Master Lease Agreement dated April 18, 1997 between General
                        Electric Capital Corporation of Puerto Rico and Pepsi-Cola
                        Puerto Rico Bottling Company (incorporated by reference to
                        Exhibit 10.19 to the Company's quarterly report on
                        Form 10-Q for the quarterly period ended June 30, 1997).

        10.11           Delta Exchange Agreement dated as of June 28, 1999 among
                        Pepsi-Cola Puerto Rico Bottling Company, Delta Beverage
                        Group, Inc. and the Delta Stockholders identified therein
                        (incorporated by reference to the Company's Proxy Statement
                        dated September 9, 1999).

        10.12           Dakota Exchange Agreement dated as of June 28, 1999 among
                        Pepsi-Cola Puerto Rico Bottling Company, Dakota Beverage
                        Company, Inc. and Pohlad Companies (incorporated by
                        reference to the Company's Proxy Statement dated
                        September 9, 1999).

        10.13           1999 Stock Option Plan (incorporated by reference to the
                        Company's Proxy Statement dated September 9, 1999).

        10.14           Form of Master Bottling Agreement dated October 15, 1999
                        between PepsiCo, Inc. and PepsiAmericas, Inc.

        10.15           Form of Master Fountain Syrup Agreement dated October 15,
                        1999 between PepsiCo, Inc. and PepsiAmericas, Inc.

        10.16           International Master Bottling Agreement dated October 15,
                        1999 between PepsiCo, Inc. and PepsiAmericas, Inc.

        11              Statement of Computation of Per Share Earnings.

        21              List of Subsidiaries.

        23.1            Consent of Independent Public Accountants.

        23.2            Independent Auditors' Consent.

        27              Financial Data Schedule.
</TABLE>

    (b) Reports on Form 8-K.

         (i) The registrant filed a Current Report on Form 8-K dated
             October 26, 1999 relating to the acquisitions of Delta and Dakota.

    (c) The exhibits listed under Item 14(a)(3) are filed herewith or
       incorporated herein by reference.

    (d) The financial statement schedule listed under Item 14(a)(2) is filed
       herewith.

                                                                              63
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To PepsiAmericas, Inc.:


    We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of PepsiAmericas, Inc.
(formerly known as Pepsi-Cola Puerto Rico Bottling Company) and Subsidiaries as
of and for the year ended December 31, 1999, the three month period ended
December 31, 1998 and the fiscal year ended September 30, 1998, and have issued
our report thereon dated March 1, 2000. Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
Item 14(a)2 is the responsibility of the Company's management and is presented
for the purpose of complying with the Securities and Exchange Commission's
rules and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all material respects
the December 31, 1999 and 1998, and September 30, 1998, financial data required
to be set forth in relation to the basic financial statements taken as a whole.


                                          ARTHUR ANDERSEN LLP

Memphis, Tennessee,
March 1, 2000.

64
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                          INDEPENDENT AUDITORS' REPORT
                        ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors of Pepsi-Cola Puerto Rico Bottling Company and
Subsidiaries:


    We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of PepsiAmericas, Inc. (formerly known as
Pepsi-Cola Puerto Rico Bottling Company) ("PAS") and Subsidiaries as of
September 30, 1997 and for the year then ended, and have issued our report
thereon dated December 5, 1997. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in Item 14(a)2
is the responsibility of PAS's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the 1997 financial data required
to be set forth in relation to the basic financial statements taken as a whole.


                                          KPMG LLP

San Juan, Puerto Rico,
December 5, 1997.

Stamp No. 1595001 of the Puerto Rico
Society of Certified Public Accountants
was affixed to the record copy of this report.

                                                                              65
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                      PEPSIAMERICAS, INC. AND SUBSIDIARIES

                 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

                          (U.S. DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                              Additions
                                                                 ------------------------------------
                                                    Balance at   Charged to   Charged to                Balance at
                                                    Beginning    Costs and      Other                     End of
                                                    of Period     Expenses     Accounts    Deductions     Period
                                                    ----------   ----------   ----------   ----------   ----------
<S>                                                 <C>          <C>          <C>          <C>          <C>
TWELVE MONTHS ENDED DECEMBER 31, 1999:
Allowance for Doubtful Accounts                       $3,177       $2,027        $ --       $(2,129)(1)   $3,075
Restructuring Charges                                    223           --          --          (223)          --

THREE MONTHS ENDED DECEMBER 31, 1998:
Allowance for Doubtful Accounts                        3,896          376          --        (1,095)(1)    3,177
Restructuring Charges                                    748           --          --          (525)(3)      223

FISCAL YEAR ENDED SEPTEMBER 30, 1998:
Allowance for Doubtful Accounts                        2,872        3,691         670        (3,337)(1)    3,896
Restructuring Charges                                    163          903          --          (318)(2)      748

FISCAL YEAR ENDED SEPTEMBER 30, 1997:
Allowance for Doubtful Accounts                        2,492        6,471          --        (6,091)(1)    2,872
Restructuring Charges                                     --          535          --          (372)         163
</TABLE>


---------

(1) Write off of uncollectible receivables.

(2) Comprised of $215 of severance payments and other exit costs and $103
    reversed into income.

(3) Comprised of $525 of severance payments and other exit costs.

66
<PAGE>
BOARD OF DIRECTORS

Christopher E. Clouser,
President
Preview Travel, Inc.

Philip N. Hughes,
Owner
Miller Printing, Inc.
Rocket Lube, Inc.

Robert C. Pohlad,
Chairman, Chief
Executive Officer
PepsiAmericas, Inc.

Diego J. Suarez,
President, Chief
Executive Officer
V. Suarez & Co., Inc.

Basil K. Vasiliou,
Chairman,
Vasiliou & Co., Inc.

Michael D. White
President & CEO
Frito-Lay's
Europe/Africa/Middle East
Division

John F. Woodhead,
Owner & President
JFW, Inc.

Raymond W. Zehr, Jr.
Vice President,
Pohlad Companies

EXECUTIVE OFFICERS

Robert C. Pohlad,
Chairman, Chief
Executive Officer

Kenneth E. Keiser,
President, Chief
Operating Officer

John F. Bierbaum,
Senior Vice President,
Chief Financial Officer

Matthew E. Carter
Senior Vice President,
Strategic Planning

TRANSFER AGENT AND REGISTRAR

Bank of New York
New York, New York

STOCK TRADING

PepsiAmericas, Inc.'s Class B
Shares of common stock
trades on the New York Stock
Exchange under the
symbol PAS.

INVESTOR INFORMATION

John F. Bierbaum
(612) 661-3830

ANNUAL MEETING

The annual meeting of
shareholders will be held
Wednesday, April 26, 2000
at 9:30 a.m. in the
Planets Room
IDS Center, 50th Floor
80 South 8th Street
Minneapolis, Minnesota 55402

CORPORATE OFFICES

PepsiAmericas, Inc.
3880 Dain Rauscher Plaza
60 South 6th Street
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS

Arthur Andersen, LLP
Memphis, Tennessee

LEGAL COUNSEL

Briggs and Morgan, PA
Minneapolis, Minnesota
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) 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, on March 31, 2000.


<TABLE>
<S>                                                    <C>  <C>
                                                       PepsiAmericas, Inc.

                                                       By:                  /s/ ROBERT C. POHLAD
                                                            ---------------------------------------------------
                                                                           Name: Robert C. Pohlad
                                                                       Title: Chief Executive Officer
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
                   Signatures                                         Title                           Date
                   ----------                                         -----                           ----
<C>                                               <S>                                            <C>
              /s/ ROBERT C. POHLAD
     --------------------------------------       Chief Executive Officer and Director           March 31, 2000
                Robert C. Pohald                    (Principal Executive Officer)

              /s/ JOHN F. BIERBAUM
     --------------------------------------       Chief Financial Officer and Senior Vice        March 31, 2000
                John F. Bierbaum                    President (Principal Accounting Officer)

           /s/ CHRISTOPHER E. CLOUSER
     --------------------------------------       Director                                       March 31, 2000
             Christopher E. Clouser

              /s/ PHILIP N. HUGHES
     --------------------------------------       Director                                       March 31, 2000
                Philip N. Hughes

             /s/ DIEGO SUAREZ, JR.
     --------------------------------------       Director                                       March 31, 2000
               Diego Suarez, Jr.

             /s/ BASIL K. VASILIOU
     --------------------------------------       Director                                       March 31, 2000
               Basil K. Vasiliou

              /s/ JOHN F. WOODHEAD
     --------------------------------------       Director                                       March 31, 2000
                John F. Woodhead

            /s/ RAYMOND W. ZEHR, JR.
     --------------------------------------       Director                                       March 31, 2000
              Raymond W. Zehr, Jr.
</TABLE>


                                                                              67
<PAGE>
PepsiAmericas, Inc.  1999 Annual Report
--------------------------------------------------------------------------------

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                            Description
-------   ------------------------------------------------------------
<C>       <S>
 3.1      Amended and Restated Certificate of Incorporation of
          Pepsi-Cola Puerto Rico Bottling Company, as amended.

 3.2      Amended and Restated Bylaws of Pepsi-Cola Puerto Rico
          Bottling Company, as amended.

 4.1      Form of Specimen Stock Certificate representing Class B
          Shares.

 4.2      Credit Agreement by and among PepsiAmericas, Inc. and
          DakBev, LLC, as Borrowers, Bank of America, N.A., as
          Administrative Agent and as Lender, and First Union National
          Bank, and Norwest Bank Minnesota, N.A., as Co-Documentation
          Agents and The Lenders Party Hereto From Time to Time dated
          October 15, 1999.

10.1      Transfer Agreement among Rafael Nin, P-PR Transfer, LLP and
          the Company dated June 15, 1998 (incorporated by reference
          to Exhibit 2.1 to Amendment No. 3 to the Company's
          Registration Statement on Form S-3 (Reg. No. 333-40093).

10.2      Warrant dated as of July 17, 1998, to purchase 1,360,000
          shares of Class B common stock issued to P-PR Transfer, LLP
          (incorporated by reference to Exhibit 10.2 to the Company's
          Form 8-K dated July 31, 1998).

10.3      Warrant dated as of July 17, 1998, to purchase 340,000
          shares of Class B Common stock issued to V. Suarez &
          Co., Inc. (incorporated by reference to Exhibit 10.3 to the
          Company's Form 8-K dated July 31, 1998).

10.4      Accounting Services Agreement between Delta Beverage
          Group, Inc. and the Company dated October 16, 1998
          (incorporated by reference to Exhibit 10.6 to the Company's
          Annual Report on Form 10-K for the fiscal year ended
          September 30, 1998).

10.5      Management Agreement between Pohlad Companies and the
          Company dated July 20, 1998 (incorporated by reference to
          Exhibit 10.7 to the Company's Annual Report on Form 10-K for
          the fiscal year ended September 30, 1998).

10.6      Stock Option Agreement dated as of October 15, 1996 between
          Rafael Nin and Pepsi-Cola Puerto Rico Bottling Company
          (incorporated by reference to exhibit 1 to the Amendment
          No. 1 to the Schedule 13D of Rafael Nin dated January 7,
          1997).

10.7      Pepsi-Cola Puerto Rico Bottling Company Qualified Stock
          Option Plan dated as of December 30, 1996 (incorporated by
          reference to exhibit 2 to the Amendment No. 1 to the
          Scheduled 13D of Rafael Nin dated January 7, 1997).

10.8      Pepsi-Cola Puerto Rico Bottling Company Non-Qualified Stock
          Option Plan dated as of December 30, 1996 (incorporated by
          reference to the Company's Proxy Statement dated
          January 31, 1997).

10.9      Amendment dated as of June 15, 1998 to Stock Option
          Agreement dated as of October 15, 1996 between Rafael Nin
          and the Company (incorporated by reference to Exhibit 10.11
          to the Company's Annual Report on Form 10-K for the fiscal
          year ended September 30, 1998).

10.10     Master Lease Agreement dated April 18, 1997 between General
          Electric Capital Corporation of Puerto Rico and Pepsi-Cola
          Puerto Rico Bottling Company (incorporated by reference to
          Exhibit 10.19 to the Company's quarterly report on
          Form 10-Q for the quarterly period ended June 30, 1997).

10.11     Delta Exchange Agreement dated as of June 28, 1999 among
          Pepsi-Cola Puerto Rico Bottling Company, Delta Beverage
          Group, Inc. and the Delta Stockholders identified therein
          (incorporated by reference to the Company's Proxy Statement
          dated September 9, 1999).
</TABLE>

68
<PAGE>
PEPSIAMERICAS, INC.  1999 ANNUAL REPORT
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Exhibit
Number                            Description
-------   ------------------------------------------------------------
<C>       <S>
10.12     Dakota Exchange Agreement dated as of June 28, 1999 among
          Pepsi-Cola Puerto Rico Bottling Company, Dakota Beverage
          Company, Inc. and Pohlad Companies (incorporated by
          reference to the Company's Proxy Statement dated
          September 9, 1999).

10.13     1999 Stock Option Plan (incorporated by reference to the
          Company's Proxy Statement dated September 9, 1999).

10.14     Form of Master Bottling Agreement dated October 15, 1999
          between PepsiCo, Inc. and PepsiAmericas, Inc.

10.15     Form of Master Fountain Syrup Agreement dated October 15,
          1999 between PepsiCo, Inc. and PepsiAmericas, Inc.

10.16     International Master Bottling Agreement dated October 15,
          1999 between PepsiCo, Inc. and PepsiAmericas, Inc.

11        Statement of Computation of Per Share Earnings.

21        List of Subsidiaries.

23.1      Consent of Independent Public Accountants.

23.2      Independent Auditors' Consent.

27        Financial Data Schedule.
</TABLE>

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