UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2005
THE PEPSI BOTTLING GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-14893 13-4038356
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Pepsi Way, Somers, NY 10589
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 767-6000
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2005, the Board of Directors (the "Board") of The
Pepsi Bottling Group, Inc. (the "Company") authorized changes in
the compensation paid by the Company to its non-management
directors effective as of January 2005 as follows: (i) the annual
cash retainer paid to each non-management director was increased
to $70,000 from $50,000; (ii) a cash payment of $1,500 was
instituted for each committee meeting attended by a
non-management director in person or by telephone for which
minutes are recorded; and (iii) the annual cash payment for
serving as Chair of the Audit and Affiliated Transactions
Committee of the Board was increased to $15,000 from $10,000. No
other
changes were made to the compensation paid by the Company to its
non-management directors.
Item 5.02 Departure of Director or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On January 28, 2005, the Company's Board of Directors elected
John A. Quelch as a director of the Company effective
immediately.
A copy of the press release issued by the Company announcing Mr.
Quelch's election to the Company's Board of Directors is
furnished herewith as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit 99.1 Press release dated January 28, 2005 which is being furnished
hereto pursuant to Item 5.02.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PEPSI BOTTLING GROUP, INC.
(Registrant)
Date: January 31, 2005 /s/ Steven M. Rapp
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(Signature)
Steven M. Rapp, Senior Vice President,
General Counsel and Secretary