UPDATE 3-PepsiAmericas Q2 profit beats estimates, ups FY view

* Q2 adj EPS $0.74 vs est $0.68

* Says time to bring any talks with PepsiCo to a conclusion

* Sees CEE volumes turning positive in 2010

* Raises FY EPS outlook range by 4 cents

* Shares up nearly 2 pct (Adds conference call details, analyst comment, updates stock activity)

By Amitha Rajan

BANGALORE, July 28 (Reuters) - Bottler PepsiAmericas Inc PAS.N posted a second-quarter profit that exceeded analysts' estimates, driven by strength at its U.S. business, and raised its outlook for the full year.

However, the second-biggest Pepsi bottler after Pepsi Bottling Group Inc PBG.N did not provide additional information about the status of the proposed offer from PepsiCo (PEP.N), which has a 43 percent stake in it.

"To evaluate the merit of PepsiCo's idea requires discussion and negotiation. It also requires an outcome. PepsiAmericas believes it is time to bring any discussions to a conclusion," Chief Executive Robert Pohlad said on a conference call with analysts.

In April, PepsiCo offered $6 billion to buy the remaining stakes in its two largest bottlers, Pepsi Bottling Group and PepsiAmericas, to secure more control of its distribution and cut costs -- an offer that was subsequently rejected by both the bottlers.

Despite the rebuff, the U.S. soft drink and snack maker's CEO Indra Nooyi said earlier this month that PepsiCo was still interested in buying its bottlers but did not specify if the offer was open on the same terms. [ID:nL8662160]

"We continue to believe that, contrary to PepsiCo's public posture, PepsiCo is likely to lift its initial bid for PAS. Our PepsiCo estimates anticipate an acquisition of PAS at a 25 percent premium to PepsiCo's standing offer by year-end," analyst Mark Astrachan said in a note to clients.

The company's shares, which were trading flat earlier in the day, rose to $27.02 Tuesday afternoon on the New York Stock Exchange.

CAUTIOUS BUT OPTIMISTC

For 2009, PepsiAmericas now sees adjusted earnings of $1.87 to $1.94 a share, up 4 cents from its previous outlook range. Analysts were expecting a profit of $1.88 a share.

"While we are confident, as evidenced by our raised guidance, we remain cautious. We expect the second half to achieve rather than exceed," Pohlad said on the call.

The company continues to expect adjusted operating profit declines at the low end of its earlier forecast of 4 percent to 5 percent.

While PepsiAmericas expects volumes in the Central and Eastern Europe (CEE) region to be down in the high-single-digit range for the rest of the year, it sees them turning positive in 2010.

It also said its joint venture with CABCORP could reduce full-year revenue by 2.5 percentage points, lower selling, delivery and administrative expenses by about 2 percentage points and operating profits by about 1.5 percentage points.

In May, PepsiAmericas said it would combine most of its Caribbean business with Central America Beverage Corp's (CABCORP) Central American ones. [ID:nBNG342851]

U.S. SALES BUOY QUARTER

For the second quarter, the company earned $61.4 million, or 50 cents a share, compared with $90.8 million, or 72 cents a share, year earlier. Excluding certain items, it earned 74 cents a share.

Analysts on average had expected earnings of 68 cents a share, before special items, according to Reuters Estimates.

Net sales fell 6 percent to $1.26 billion. U.S. sales rose 5 percent to $963.1 million. U.S. volume grew 0.2 percent and net pricing increased 5 percent.

But CEE sales plunged 32 percent in the quarter, hurt by a 27 percentage point negative impact from foreign currency. Volume declined 13 percent.

PepsiAmericas, which took a restructuring charge of $7 million in its Hungarian business in the quarter, said the charge reflects a 30 percent headcount reduction, shutting down a water production line and centralizing all of its front and back office operations. (Reporting by Amitha Rajan in Bangalore; Editing by Mike Miller, Gopakumar Warrier, Jarshad Kakkrakandy)