* PepsiCo discloses forecast used by PepsiAmericas

* PepsiCo says PAS used forecast to consider takeover

* PepsiCo says forecast not meant for public view

* PepsiCo shares down 0.1 pct

NEW YORK, Dec 31 - PepsiCo Inc (PEP.N) made public on Thursday a financial forecast prepared by PepsiAmericas Inc (PAS.N) when considering PepsiCo's unsolicited $7.8 billion takeover bid for its two largest bottlers.

The forecast included earnings projections for PepsiCo that were based on Wall Street estimates as of July 31.

PepsiCo said it was disclosing the forecast used by PepsiAmericas and its financial adviser Goldman Sachs (GS.N) because these PAS forecasts were provided by PAS to PAS' financial adviser and PAS' board of directors and transactions committee in connection with the evaluation of a possible transaction between PAS and PepsiCo.

According to a securities filing, PAS said PepsiCo would have earnings per share of $3.69 in 2009, $3.98 in 2010, $4.30 in 2011 and $4.71 in 2012.

PepsiCo in December forecast earnings growth of 5 percent to 6 percent for 2009, implying a range of $3.86 to $3.90 per share. It forecast 11 percent to 13 percent growth for 2010.

PepsiCo launched its takeover bid for two bottlers -- Pepsi Bottling Group Inc (PBG.N) and PepsiAmericas -- in April, and struck a deal in August after sweetening its offer. The transaction is expected to close by the end of the first quarter and aims to improve the North American operations of the world's second-largest soft drink maker.

PepsiCo said in its filing with the U.S. Securities and Exchange Commission that the PepsiAmericas forecast had not been prepared with the intent to make it public or to comply with accounting regulations.

It added that the forecast was not reviewed or approved by PepsiCo and should not be relied upon as a view of future events.

PepsiCo spokesman David DeCecco said Thursday's filing was a normal part of the process of completing a proposed merger.

Integration activity remains fully on track and we continue to believe the transactions will close by the end of the first quarter in 2010 subject to stockholder and regulatory approval, DeCecco said.

The forecast relative to PepsiCo represents Wall Street estimates as of July 31, as adjusted by PepsiAmericas management, the filing said.

PepsiCo shares were down 7 cents at $61.24 on the New York Stock Exchange. (Reporting by Martinne Geller; Editing by Michele Gershberg and Steve Orlofsky)

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