July 8, 2005
Mr. Michael Moran
Accounting Branch Chief
Securities and Exchange Commission
Washington, D.C. 20549
RE: The Pepsi Bottling Group, Inc. Bottling Group, LLC
PBG 401(k) Program Item 4.01 Form 8-K filed
PBG 401(k) Savings Program June 6, 2005
Item 4.01 Forms 8-K filed June 6, 2005 File No. 333-80361-01
File No. 01-14893
Dear Mr. Moran:
I am writing in response to your letter, dated July 5, 2005, relating to
the above referenced Forms 8-K. In your letter, you provide one comment with
respect to the Forms 8-K filed by The Pepsi Bottling Group, Inc. ("PBG") and
Bottling Group, LLC ("BGLLC") and two comments with respect to the Forms 8-K
filed by the PBG 401(k) Program and the PBG 401(k) Savings Program
(collectively, the "Plans"). You suggest that we either revise our filings to
reflect the comments set out in your letter or provide an explanation as to why
we believe the comments are inapplicable or why it is unnecessary to revise our
filings.
Comment 1. In the first comment of your letter, you point out that, in the
letter from KPMG LLP ("KPMG") attached as Exhibit 16 to the PBG and BGLLC Forms
8-K, KPMG does not agree or disagree with the information in the second
paragraph of the Forms 8-K. The second paragraph reads as follows:
At a meeting held on June 1, 2005, the Audit Committee approved the
engagement of Deloitte & Touche LLP ("D&T") as PBG's independent
auditors and the dismissal of KPMG. This change in independent
auditors is effective as of June 1, 2005 (the "Auditor Change Date").
You indicate that KPMG should be able to address whether or not they were
dismissed, effective June 1, 2005.
We believe that KPMG's letter satisfies the requirements of Item 304(a)(3)
of Regulation S-K because, as required by that regulation, KPMG indicates
whether they agree or disagree with each of the elements of the disclosure
required by Item 304(a)(1). As to your specific comment, we agree with you that
KPMG should be able to agree or
Mr. Michael Moran
Securities and Exchange Commission
July 8, 2005
Page 2
disagree with the disclosure required by Item 304(a)(1)(i) (whether KPMG
"resigned, declined to stand for re-election or was dismissed and the date
thereof"). Indeed, in their letter, KPMG states: "On June 1, 2005, our
appointment as principal accountants was terminated." It is PBG's and BGLLC's
belief that, by making this explicit statement, KPMG acknowledged and agreed
that they were dismissed by the Audit Committee, effective June 1, 2005.
PBG and BGLLC further believe that KPMG's statement that they did not agree
or disagree with the second paragraph does not contradict KPMG's acknowledgement
of their dismissal. Rather, KPMG's statement merely reflects the fact that KPMG
did not attend the June 1, 2005 meeting of the Audit Committee and, therefore,
could not agree or disagree with the summary of the decisions made at that
meeting, which is set out in the second paragraph.
While we recognize the potential distinction of using the word
"termination" instead of "dismissal," and we note that KPMG acknowledged their
"termination," we respectfully submit that there is no significance to be
assigned to the distinction between the two words in this instance.
In light of the above, we respectfully submit that no revision of our
filing is necessary.
Comment 2. With respect to the second comment of your letter, we
acknowledge and agree that we have reported a future dismissal of KPMG as the
principal accountants of the Plans. As we indicated in the Forms 8-K for the
Plans, we intend to file amended Forms 8-K for the Plans when KPMG has completed
all of their audit work. The amended Forms 8-K will set forth the date KPMG
completes their work and will address whether or not there were any
disagreements through such date. We currently anticipate filing the amended
Forms 8-K in mid-October, and we do not anticipate any disagreements with KPMG.
Comment 3. With respect to the third comment in your letter, we agree that
the Forms 8-K for the Plans should be signed by an authorized representative of
the Plans. PBG is the named plan administrator of the Plans. There are no
specific individuals who are designated plan administrators or authorized
representatives for the Plans. As a result of PBG's status as plan
administrator, it is our position that any duly appointed officer of PBG may
sign as an authorized representative of the Plans. As a senior vice president of
PBG, I am a duly appointed officer of PBG and, therefore, an authorized
representative of the Plans.
In connection with the above response to the comments in your letter, PBG,
BGLLC and the Plans each acknowledge: (1) it is responsible for the adequacy and
Mr. Michael Moran
Securities and Exchange Commission
July 8, 2005
Page 3
accuracy of the disclosures in the Forms 8-K; (2) staff comments or changes to
disclosure in response to staff comments do not foreclose the Securities and
Exchange Commission (the "Commission") from taking any action with respect to
the Forms 8-K; and (3) it may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
PBG, BGLLC and the Plans respectfully request your consideration of the
above responses to your comments and further request notice of whether you agree
that revising our filing in response to your first comment is unnecessary. If
you have any questions or comments regarding this matter, please do not hesitate
to contact me at (914) 767-7971.
Sincerely,
/s/ Steven M. Rapp
-------------------
Steven M. Rapp
Senior Vice President,
General Counsel and Secretary
cc: A. Forster
D. Yawman