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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 15, 1999
Date of report (Date of earliest event reported)
DELTA BEVERAGE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE ---------- 75-2048317
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
2221 DEMOCRAT ROAD
MEMPHIS, TENNESSEE 38132
(Address of Principal Executive Offices, including Zip Code)
(901) 344-7100
(Registrant's Telephone Number, including Area Code)
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ITEM 5 OTHER EVENTS
Delta Beverage Group, Inc. ("Delta") previously disclosed that
PepsiAmericas, Inc. ("PAS") issued 18,310,006 shares of PAS Class B
Common Stock in connection with the acquisition of Delta pursuant to an
exchange agreement, effective June 28, 1999. As a result, PAS currently
owns all of the voting common stock of Delta.
In connection with its 9-3/4% Senior Notes Due 2003 (the "Senior
Notes"), Delta has determined that a change of control has not
occurred. Under the indenture dated December 17, 1996, pursuant to
which the Senior Notes were issued (the "Indenture"), Delta would have
been obligated to repurchase the Senior Notes in the event of a change
of control.
Delta reached this determination because (a) no person other than
PepsiCo, Inc. ("PepsiCo") or PAS, an affiliate of PepsiCo, became the
beneficial owner of 25% or more of Delta's voting common stock in
connection with the acquisition, (b) Pohlad Companies directly or
indirectly controlled Delta both before and after the acquisition, and
(c) no other event defined to be a change of control under the
Indenture has occurred.
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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 on November 17, 1999.
DELTA BEVERAGE GROUP, INC.
By: /s/ John F. Bierbaum
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John F. Bierbaum
Chief Financial Officer and Director
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