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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 18, 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., a Delaware corporation ("Delta"), is a
subsidiary of PepsiAmericas, Inc., a Delaware corporation
("PepsiAmericas").
On August 18, 2000, PepsiAmericas entered into an Agreement and Plan of
Merger dated as of August 18, 2000 (the "Merger Agreement") with
Whitman Corporation, a Delaware corporation ("Whitman"), and Anchor
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Whitman ("Merger Sub"). The Merger Agreement provides for the merger
(the "Merger") of PepsiAmericas with and into Merger Sub, with Merger
Sub surviving as a wholly owned subsidiary of Whitman. Simultaneously
with the Merger, Merger Sub will be renamed "PepsiAmericas, Inc."
Upon completion of the transaction, PepsiAmericas Chief Executive
Officer, Robert Pohlad, will be elected to Whitman's Board of Directors
and will become Chief Executive Officer of Whitman.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended.
Prior to its execution, the Merger Agreement was approved by the
respective Boards of Directors of Whitman and PepsiAmericas. The
consummation of the Merger is subject, among other things, to the
approval of the Merger by the shareholders of PepsiAmericas, to the
approval of the issuance of Whitman common stock by the shareholders of
Whitman and to certain regulatory approvals. In connection with
execution of the Merger Agreement, Dakota Holdings, LLC and PepsiCo,
Inc. entered into separate voting agreements with Whitman and
PepsiAmericas, respectively, to approve the Merger and the issuance of
Whitman common stock.
The Merger will result in a "Change of Control" under the Indenture
dated December 17, 1996 governing $120,000,000 of 9-3/4% Senior Notes
due 2003 (the "Notes") issued by Delta. Consequently, within 30 days
after the Merger, Delta will mail notice to each Noteholder of the
Noteholder's right to require Delta to purchase all or a portion of its
Notes at a purchase price in cash equal to 101% of principal plus
accrued and unpaid interest to the date of purchase. The purchase date
will be between 30 and 60 days after the date notice is mailed. The
notice will state the date of purchase and other information necessary
to enable Noteholders to exercise thier option to tender Notes for
purchase.
PepsiAmericas will cause all of the outstanding shares of Series AA
Preferred Stock of Delta to be redeemed and retired not later than the
Effective Time (as defined in the Merger Agreement). In connection
therewith, Whitman has agreed to provide, at the Closing (as defined
in the Merger Agreement), funds in an amount not to exceed $32,179,655
plus any accrued but unpaid dividends to pay the holders of such shares
in exchange therefor or to reimburse PepsiAmericas for making such
payments to such holders.
Copies of the Merger Agreement, certain exhibits thereto and the joint
press release issued by Whitman and PepsiAmericas on August 21, 2000
are filed as exhibits hereto and are incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Not applicable.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of August 18, 2000,
among Whitman Corporation, Anchor Merger Sub, Inc. and
PepsiAmericas, Inc.
99.1 Voting Agreement, dated as of August 18, 2000, between Whitman
Corporation and Dakota Holdings, LLC (in the form of Exhibit A
to the Merger Agreement).
99.2 Voting Agreement, dated as of August 18, 2000, between
PepsiCo, Inc. and PepsiAmericas, Inc. (in the form of Exhibit
B to the Merger Agreement).
99.3 Joint Press Release issued by Whitman Corporation and
PepsiAmericas, Inc. on August 21, 2000.
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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: August 24, 2000 Delta Beverage Group, Inc.
By: /s/ John F. Bierbaum
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John F. Bierbaum
Chief Financial Officer and
Vice President
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EXHIBIT INDEX
The following is a list of the Exhibits filed herewith.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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2.1 Agreement and Plan of Merger, dated as of August 18, 2000, among
Whitman Corporation, Anchor Merger Sub, Inc. and PepsiAmericas, Inc.
99.1 Voting Agreement, dated as of August 18, 2000, between Whitman
Corporation and Dakota Holdings, LLC (in the form of Exhibit A to the
Merger Agreement).
99.2 Voting Agreement, dated as of August 18, 2000, between PepsiCo, Inc.
and PepsiAmericas, Inc. (in the form of Exhibit B to the Merger
Agreement).
99.3 Joint Press Release issued by Whitman Corporation and PepsiAmericas,
Inc. on August 21, 2000.
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