SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
WHITMAN CORPORATION
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported):
May 20, 1999
Delaware
(State or other jurisdiction of incorporation)
001-15019 13-6167838
(Commission File No.) (IRS Employer Identification No.)
3501 Algonquin Road 60008
Rolling Meadows, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 818-5000
Heartland Territories Holdings, Inc.
(Former name or Former Address, if changed since last report)
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The Current Report on Form 8-K dated May 20, 1999 and filed
with the Securities and Exchange Commission on such date is amended to delete
the first two paragraphs of Item 2 in their entirety and replace them with the
following:
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 20, 1999, pursuant to the Amended and Restated
Contribution and Merger Agreement (the "Merger Agreement"), dated as of March
18, 1999, among Whitman Corporation ("Old Whitman"), PepsiCo, Inc. ("PepsiCo")
and Heartland Territories Holdings, Inc. ("New Whitman"), Old Whitman was merged
with and into New Whitman, with New Whitman as the surviving corporation and
with New Whitman acquiring all assets of Old Whitman. Simultaneously with the
merger, the name of Heartland Territories Holdings, Inc. was changed to Whitman
Corporation. Under the terms of the Merger Agreement, each share of Old Whitman
common stock was exchanged for one share of New Whitman common stock, with a
total of approximately 88 million shares of New Whitman common stock issued to
former holders of Old Whitman common stock. In addition, up to approximately
11.5 million shares of New Whitman common stock may be issued in the future upon
exercise of options granted under Old Whitman's stock incentive plans. PepsiCo,
as the holder of 54.0 million shares of New Whitman common stock and 794,115
shares of Old Whitman common stock prior to the merger, now holds 54,794,115
shares of New Whitman common stock, representing approximately 38.7% of the New
Whitman common stock currently outstanding.
New Whitman is the successor issuer to Old Whitman under Rule
12g-3(a) of the Securities Act of 1934, as amended, and the common stock of New
Whitman is therefore deemed registered under Section 12(b) of the Act.
New Whitman's Registration Statement on Form S-4 (Registration
No. 333-76549), which was declared effective by the Securities and Exchange
Commission on April 19, 1999 (the "Registration Statement"), and which is hereby
incorporated by reference herein, sets forth certain information regarding the
merger, Old Whitman, PepsiCo and New Whitman, including, but not limited to, a
description of the assets involved, the nature and amount of consideration paid,
the method used for determining the amount of such consideration, the nature of
any material relationships between PepsiCo and Old Whitman or any officer or
director of Old Whitman or any associate of any such officer or director, the
nature of the business of Old Whitman and PepsiCo and the intended structure and
operation of the company created in the merger.
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SIGNATURE
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 thereunto duly authorized.
Dated: July 27, 1999
WHITMAN CORPORATION
By: /s/ Steven R. Andrews
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Name: Steven R. Andrews
Title: Senior Vice President
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