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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
AUGUST 31, 2000
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 of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
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. is a subsidiary of PepsiAmericas, Inc.
Whitman Corporation and PepsiAmericas announced that a purported
class action lawsuit has been filed in the Court of Chancery of
Delaware with respect to the proposed merger of PepsiAmericas and
Whitman Corporation. The complaint, which was filed by a purported
stockholder of PepsiAmericas, names PepsiAmericas, the directors of
PepsiAmericas, Dakota Holdings, LLC, and Whitman Corporation as
defendants.
The complaint alleges that the consideration to be paid to the
public shareholders of PepsiAmericas in the merger is unfair and
inadequate and that the transaction serves the interests of PepsiCo
to the detriment of PepsiAmericas' minority public shareholders.
The plaintiff seeks, among other things, class action
certification, a preliminary and permanent injunction against
consummation of the proposed merger, and rescission or damages
should the transaction be consummated.
Whitman Corporation and PepsiAmericas believe that the allegations
contained in the complaint are without merit and intend to
vigorously defend the action.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 7, 2000 Delta Beverage Group, Inc.
By: /s/ John F. Bierbaum
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John F. Bierbaum
Chief Financial Officer
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