content: --------------------------------------------------------------------------------
  
                                   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
  
  
  
          August 14, 2002                                          1-14893
  --------------------------------                        ------------------------
  Date of Report (Date of earliest                         Commission File Number
     event reported)
  
  
                           THE PEPSI BOTTLING GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
  
              Delaware                                            13-4038356
  --------------------------------                        ------------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization                            Identification Number)
  
  
                                    One Pepsi Way
                               Somersk, New York 10589
                ----------------------------------------------------
                 (Address of Principal Executive Offices)(Zip Code)
  
  
                                   (914) 767-6000
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>
  
  
  Item 5. Other Events.
  
       On August 13, 2002, The Pepsi Bottling Group, Inc. ("PBG") issued a press
  release announcing that it had reached agreement with the principal shareholders
  of Pepsi-Gemex S.A. de C.V. ("Pepsi-Gemex"), on the enterprise value of
  Pepsi-Gemex in connection with the possible acquisition of all of the
  outstanding capital stock of Pepsi-Gemex through tender offers in the U.S. and
  Mexico, as was previously announced by PBG on May 7, 2002. The press release is
  filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)  Not applicable.
  
  (b)  Not applicable.
  
  (c)  Exhibit 99.1 Press release dated August 13, 2002.
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
       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.
  
  Date: August 14, 2002   THE PEPSI BOTTLING GROUP, INC.
  
  
  
  
                          By: /s/ Pamela C. McGuire
                              -------------------------------
                              Pamela C. McGuire
                              Senior Vice President, General Counsel and Secretary
  
  
  <PAGE>
  
  
                                                                      Exhibit 99.1
  
                               [LOGO] PBG NEWS RELEASE
  
  
  
  Contact:   Kelly McAndrew                              Mary Winn Settino
             Public Relations                      Investor Relations
             (914) 767-7690                              (914) 767-7216
  
                                                             FOR IMMEDIATE RELEASE
  
     THE PEPSI BOTTLING GROUP ANNOUNCES AGREEMENT ON ENTERPRISE VALUE OF PEPSI-
                                       GEMEX
  
       SOMERS, N.Y., August 13, 2002 - The Pepsi Bottling Group, Inc. (NYSE: PBG)
  announced today that it has reached agreement with the principal shareholders of
  Pepsi-Gemex, S.A. de C.V. (NYSE: GEM; BMV: PEPSIGX) on the enterprise value of
  Pepsi-Gemex. PBG announced on May 7, 2002 the possible acquisition of all of the
  outstanding shares of the company through tender offers in the U.S. and Mexico.
  
       After PBG's completion of its due diligence and in view of current market
  and business conditions in Mexico, the parties have agreed to an enterprise
  value for Pepsi-Gemex of 11.612 billion Mexican pesos. In addition, PepsiCo has
  elected to make a payment to PBG of 172.7 million Mexican pesos in connection
  with the transaction. The final tender offer price per share of Pepsi-Gemex will
  be based on the sum of this payment from PepsiCo and the enterprise value, minus
  the amount of consolidated net debt of the company in place immediately prior to
  the commencement of the tender offers. In addition to customary conditions, the
  completion of the tender offers will be contingent upon Pepsi-Gemex having
  certain levels of consolidated net working capital, as adjusted and agreed to by
  the parties.
  
       Cash tender offers are expected to be launched in the United States and
  Mexico by mid to late September subject to the approval by the U.S. Securities
  and Exchange Commission, the Comision Nacional Bancaria y de Valores of Mexico
  and PBG's Board of Directors. It is anticipated that immediately prior to the
  commencement of the tender offers, the principal shareholders of Pepsi-Gemex
  each will sign agreements to participate in the tender offers at the same price
  per share for all participants. The principal shareholders of Pepsi-Gemex are
  Enrique C. Molina and PepsiCo, Inc., which hold 43 and 34 percent respectively
  of the outstanding shares.
  
       This press release is neither an offer to purchase nor a solicitation of an
  offer to sell securities. Any tender offer will be made through an offer to
  purchase and related letter of transmittal. Shareholders of Pepsi-Gemex should
  read these documents if and when they become available because they will contain
  important information. If a tender offer is made, shareholders will be able to
  obtain copies of the tender offer statement and other documents filed with the
  U.S. Securities and Exchange Commission for free from The Pepsi Bottling Group,
  Inc., as well as from the Commission's website (www.sec.gov), after they have
  been filed.
  
  
  <PAGE>
  
  
       The Pepsi Bottling Group, Inc. (www.pbg.com) is the world's largest
  manufacturer, seller and distributor of Pepsi-Cola beverages with operations in
  the U.S., Canada, Greece, Russia, Spain and Turkey.
  
                                       # # #
  
  Statements made in this press release that relate to future events, performance
  or financial results of the Company are forward-looking statements which involve
  uncertainties that could cause actual events, performance or results to
  materially differ. PBG undertakes no obligation to update any of these
  statements. Readers are cautioned not to place undue reliance on these
  forward-looking statements, which speak only as to the date hereof. Accordingly,
  any forward-looking statement should be read in conjunction with the additional
  information about risks and uncertainties set forth in PBG's Securities and
  Exchange Commission reports, including its annual report on Form 10-K for the
  year ended December 30, 2001.
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text: --------------------------------------------------------------------------------
  
                                   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
  
          August 14, 2002                                          1-14893
  --------------------------------                        ------------------------
  Date of Report (Date of earliest                         Commission File Number
     event reported)
  
                           THE PEPSI BOTTLING GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
              Delaware                                            13-4038356
  --------------------------------                        ------------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization                            Identification Number)
  
                                    One Pepsi Way
                               Somersk, New York 10589
                ----------------------------------------------------
                 (Address of Principal Executive Offices)(Zip Code)
  
                                   (914) 767-6000
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  --------------------------------------------------------------------------------
  Item 5. Other Events.
  
       On August 13, 2002, The Pepsi Bottling Group, Inc. ("PBG") issued a press
  release announcing that it had reached agreement with the principal shareholders
  of Pepsi-Gemex S.A. de C.V. ("Pepsi-Gemex"), on the enterprise value of
  Pepsi-Gemex in connection with the possible acquisition of all of the
  outstanding capital stock of Pepsi-Gemex through tender offers in the U.S. and
  Mexico, as was previously announced by PBG on May 7, 2002. The press release is
  filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)  Not applicable.
  
  (b)  Not applicable.
  
  (c)  Exhibit 99.1 Press release dated August 13, 2002.
  SIGNATURES
  
       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.
  
  Date: August 14, 2002   THE PEPSI BOTTLING GROUP, INC.
  
                          By: /s/ Pamela C. McGuire
                              -------------------------------
                              Pamela C. McGuire
                              Senior Vice President, General Counsel and Secretary
  Exhibit 99.1
  
                               [LOGO] PBG NEWS RELEASE
  
  Contact:   Kelly McAndrew                              Mary Winn Settino
             Public Relations                      Investor Relations
             (914) 767-7690                              (914) 767-7216
  
                                                             FOR IMMEDIATE RELEASE
  
     THE PEPSI BOTTLING GROUP ANNOUNCES AGREEMENT ON ENTERPRISE VALUE OF PEPSI-
                                       GEMEX
  
       SOMERS, N.Y., August 13, 2002 - The Pepsi Bottling Group, Inc. (NYSE: PBG)
  announced today that it has reached agreement with the principal shareholders of
  Pepsi-Gemex, S.A. de C.V. (NYSE: GEM; BMV: PEPSIGX) on the enterprise value of
  Pepsi-Gemex. PBG announced on May 7, 2002 the possible acquisition of all of the
  outstanding shares of the company through tender offers in the U.S. and Mexico.
  
       After PBG's completion of its due diligence and in view of current market
  and business conditions in Mexico, the parties have agreed to an enterprise
  value for Pepsi-Gemex of 11.612 billion Mexican pesos. In addition, PepsiCo has
  elected to make a payment to PBG of 172.7 million Mexican pesos in connection
  with the transaction. The final tender offer price per share of Pepsi-Gemex will
  be based on the sum of this payment from PepsiCo and the enterprise value, minus
  the amount of consolidated net debt of the company in place immediately prior to
  the commencement of the tender offers. In addition to customary conditions, the
  completion of the tender offers will be contingent upon Pepsi-Gemex having
  certain levels of consolidated net working capital, as adjusted and agreed to by
  the parties.
  
       Cash tender offers are expected to be launched in the United States and
  Mexico by mid to late September subject to the approval by the U.S. Securities
  and Exchange Commission, the Comision Nacional Bancaria y de Valores of Mexico
  and PBG's Board of Directors. It is anticipated that immediately prior to the
  commencement of the tender offers, the principal shareholders of Pepsi-Gemex
  each will sign agreements to participate in the tender offers at the same price
  per share for all participants. The principal shareholders of Pepsi-Gemex are
  Enrique C. Molina and PepsiCo, Inc., which hold 43 and 34 percent respectively
  of the outstanding shares.
  
       This press release is neither an offer to purchase nor a solicitation of an
  offer to sell securities. Any tender offer will be made through an offer to
  purchase and related letter of transmittal. Shareholders of Pepsi-Gemex should
  read these documents if and when they become available because they will contain
  important information. If a tender offer is made, shareholders will be able to
  obtain copies of the tender offer statement and other documents filed with the
  U.S. Securities and Exchange Commission for free from The Pepsi Bottling Group,
  Inc., as well as from the Commission's website (www.sec.gov), after they have
  been filed.
  The Pepsi Bottling Group, Inc. (www.pbg.com) is the world's largest
  manufacturer, seller and distributor of Pepsi-Cola beverages with operations in
  the U.S., Canada, Greece, Russia, Spain and Turkey.
  
                                       # # #
  
  Statements made in this press release that relate to future events, performance
  or financial results of the Company are forward-looking statements which involve
  uncertainties that could cause actual events, performance or results to
  materially differ. PBG undertakes no obligation to update any of these
  statements. Readers are cautioned not to place undue reliance on these
  forward-looking statements, which speak only as to the date hereof. Accordingly,
  any forward-looking statement should be read in conjunction with the additional
  information about risks and uncertainties set forth in PBG's Securities and
  Exchange Commission reports, including its annual report on Form 10-K for the
  year ended December 30, 2001.