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EXHIBIT 99.11
READ THIS FIRST
PEPSIAMERICAS, INC.
October 31, 2000
To Our Shareholders:
This package contains important documents relating to the merger of
PepsiAmericas, Inc. with and into a wholly owned subsidiary of Whitman
Corporation that require your swift action. As described in the accompanying
joint proxy statement/prospectus, you MUST return all of your PepsiAmericas
common stock certificates to EquiServe to exchange for cash and/or shares of
Whitman common stock to which you may be entitled upon the closing of the
merger. If you do not respond by the deadline noted below, you will lose your
right to choose what you will receive in exchange for your shares of
PepsiAmericas common stock and you will be deemed to have elected the stock
alternative which will entitle you to receive only shares of Whitman common
stock in the merger. Furthermore, if you do not return your PepsiAmericas common
stock certificates, you will not receive any cash and/or shares of Whitman
common stock to which you may become entitled upon the closing of the merger,
you will not receive any dividends or other distributions from Whitman with a
record date after the closing of the merger, and you will not be able to sell
your PepsiAmericas common stock after the closing of the merger.
This package contains:
- This Instruction and Information Booklet to answer your questions and help
you complete your form of election;
- A joint proxy statement/prospectus describing the merger;
- A form of election, which includes a letter of transmittal;
- A yellow envelope for returning your form of election and your stock
certificates;
- A proxy card (if you were a shareholder of record on October 25, 2000);
- A white envelope for returning your proxy card (if you received a proxy
card);
- A U.S. Internal Revenue Service Form W-8 (only included in packages sent
outside the U.S.); and
- Instructions for completing the Substitute Form W-9.
If any of these materials are missing, contact Georgeson Shareholder
Communications Inc. at once for replacements. Georgeson may be reached at
1-800-223-2064.
Please review all of the enclosed materials carefully. We strongly urge you
to consult with your tax advisor to make sure you understand the tax
consequences of your election. If you have further questions, contact the
information agent, Georgeson Shareholder Communications, Inc. Complete and
return the forms and your PepsiAmericas common stock certificates exactly as
instructed.
TO PRESERVE YOUR RIGHT TO RECEIVE THE PAYMENT ALTERNATIVE YOU WANT, EQUISERVE
MUST RECEIVE YOUR FORM OF ELECTION AND STOCK CERTIFICATES NO LATER THAN 5:00
P.M., NEW YORK CITY TIME, ON THE TENTH BUSINESS DAY FOLLOWING THE CLOSING OF THE
MERGER. WE CURRENTLY ANTICIPATE THAT THE CLOSING OF THE MERGER WILL OCCUR ON
NOVEMBER 30, 2000 AND THAT THE DEADLINE FOR SUBMITTING FORMS OF ELECTION WILL BE
THURSDAY, DECEMBER 14, 2000. HOWEVER, BECAUSE THIS DATE MAY CHANGE, WE URGE YOU
TO CALL 1-800-223-2064 FOR UPDATED INFORMATION.
READ THIS FIRST
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INSTRUCTIONS FOR COMPLETING THE FORM OF ELECTION
1. The number of certificated shares of PepsiAmericas common stock held by you
is printed at Item 1. If the number of shares represented by the
certificates in your possession does not match this number, and it is due
to lost or missing stock certificates, please see paragraph 4 below. If it
is not due to lost or missing certificates, please call Georgeson
Shareholder Communications, Inc. at 1-800-223-2064.
2. Your Taxpayer ID Number is printed at Item 2.
3. If you choose the stock alternative or the contingent payment alternative
and you want your shares of Whitman common stock to be issued in another
name, please mark the box at Item 3 with an "X" and complete Box B on the
reverse side of the form of election.
4. If you cannot locate all or any of your PepsiAmericas common stock
certificate(s), please mark the box at Item 4 with an "X" and complete Box
A on the front side of the form of election, which is the Affidavit of Lost
or Destroyed Certificate(s). You must include a check for the surety bond
when returning your completed Affidavit to the exchange agent.
5. If your PepsiAmericas common stock certificate(s) is (are) not available at
the time you send a completed form of election to the exchange agent, you
may instead provide a Notice of Guaranteed Delivery of your PepsiAmericas
common stock certificate(s) as set forth in the merger agreement. If you
choose to provide a Notice of Guaranteed Delivery, your PepsiAmericas
common stock certificates must be received by the exchange agent by 5:00
p.m. (New York City time) on December 14, 2000. If your PepsiAmericas
common stock certificates are not received by this time, your election will
be deemed invalid and you will be treated as if you chose the stock
alternative.
6. If the DRS statements relating to your shares of Whitman common stock, if
any, and/or checks are to be delivered to a person other than the
registered holder or to a different address, please mark the box at Item 5
with an "X" and complete Box C on the reverse side of the form of election.
7. You must make an election by marking an "X" in the box which indicates the
payment alternative you have chosen at Items 7 through 9 on the form of
election. If making a mixed or partial election, please mark the box at
Item 6 with an "X" and indicate the number of shares of PepsiAmericas
common stock subject to each election in the space provided.
8. If you choose the contingent payment alternative at Item 9 and you wish
to purchase any additional shares of Whitman common stock at a price of
$14.6125 per share, as described in the accompanying joint proxy
statement/prospectus, please mark the box at Item 10 with an "X" and
indicate in the spaces provided the number of additional shares of
Whitman common stock you wish to purchase (subject to a maximum of
0.0280 MULTIPLIED BY your shares of PepsiAmericas common stock subject
to the contingent payment alternative) and the total payment required
for those additional shares. You MUST include a certified check or money
order for the purchase price of the additional shares of Whitman common
stock when returning your completed form of election to the exchange
agent (personal checks will not be accepted). If the additional shares
of Whitman common stock are over-subscribed, you will receive your
proportionate share of such additional shares of Whitman common stock as
well as a cash refund for the shares not sold to you.
9. You must complete the Substitute Form W-9 in Box D on the reverse side of
the form of election. If your Taxpayer ID Number at Item 2 is missing or
incorrect, please provide the correct number in Box D. If you retain
foreign status, complete and return the enclosed IRS Form W-8. Please see
the enclosed Instructions for Substitute Form W-9.
10. Sign and date the form of election and return it in the enclosed YELLOW
ENVELOPE with the certificate(s) representing your PepsiAmericas common
stock. Please include a daytime and evening telephone number. If you
have lost certificate(s), make sure you have completed and signed the
Affidavit in Box A and enclose your check for the surety bond.
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IMPORTANT INFORMATION
1. Please read the enclosed materials and joint proxy statement/prospectus
carefully before completing the form of election.
2. You will receive, and must complete and return, a separate form of election
for each of your registered accounts. If you hold shares of both
PepsiAmericas Class A and Class B common stock, you must submit separate
forms of election for each class of stock.
3. If you cannot locate all or any of your PepsiAmericas common stock
certificate(s), refer to the Affidavit of Lost or Destroyed Certificates at
Box A on the front of the form of election, and the instructions in
paragraph 4 above.
4. You must sign the enclosed form of election in two places: at the signature
line on the front side of the form of election, as well as in the
Substitute Form W-9 found at Box D on the reverse side of the form of
election.
5. The election deadline is 5:00 p.m., New York City time, on the tenth
business day following the closing of the merger. We currently anticipate
that the closing of the merger will occur on November 30, 2000 and that the
deadline for submitting forms of election will be Thursday, December 14,
2000. However, because this date may change, we urge you to call
1-800-223-2064 for updated information.
6. In order for your election to be effective, EquiServe must receive the
signed form of election with your PepsiAmericas common stock certificate(s)
(or a Notice of Guaranteed Delivery of such stock certificate(s)) before
the election dead-line. The suggested method for mailing your PepsiAmericas
common stock certificate(s) (or a Notice of Guaranteed Delivery of such
stock certificate(s)) is registered mail, return receipt requested using
the enclosed envelope. For your protection, DO NOT SIGN YOUR
CERTIFICATE(S).
7. If you have misplaced the brown-kraft return envelope, you may send the
form of election in a regular envelope, with proper insurance, with your
PepsiAmericas common stock certificate(s) in one of the following ways:
<TABLE>
<S> <C> <C>
BY REGISTERED MAIL, BY OVERNIGHT COURIER: BY HAND:
RETURN RECEIPT REQUESTED: EquiServe EquiServe
EquiServe 40 Campanelli Drive c/o Securities Transfer and
P.O. Box 842011 Braintree, MA 02184 Reporting Services Inc.
Boston, MA 02284-2011 Attn: PepsiAmericas, Inc. Attn: Corporate Actions
100 William Street, Galleria
New York, NY 10038
</TABLE>
8. Completing and returning the form of election does not have the effect of
casting a vote at the PepsiAmericas special meeting. To vote, you must
return your proxy card in the enclosed WHITE ENVELOPE.
9. The signatory of the form of election represents and warrants that such
signatory is, as of the date hereof, and will be, as of the effective time
of the merger, the registered holder of the shares of PepsiAmericas common
stock represented by the stock certificate(s) surrendered therewith and/or
outlined in the Affidavit of Lost or Destroyed Certificate(s) or Notice of
Guaranteed Delivery, with good title to such shares and full power and
authority (i) to sell, assign and transfer such shares free and clear of
all liens, restrictions, charges and encumbrances, and not subject to any
adverse claims, and (ii) to make the election indicated therein. The
signatory of the form of election will, upon request, execute any
additional documents necessary or desirable to complete the surrender and
exchange of such shares of PepsiAmericas common stock. The signatory of the
form of election irrevocably appoints the exchange agent, as agent of such
signatory, to effect the exchange pursuant to the Agreement and Plan of
Merger dated as of August 18, 2000 among Whitman Corporation, Anchor Merger
Sub, Inc. and PepsiAmericas, Inc. and the instructions contained herein.
All authority conferred or agreed to be conferred in the form of election
shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the signatory of the form of
election and shall not be affected by, and shall survive, the death or
incapacity of such signatory.
<PAGE>
10. Your election is subject to the terms, conditions and limitations set forth
in the merger agreement and described in the joint proxy
statement/prospectus.
11. Whitman has the discretion, which it may delegate to the exchange agent, to
determine whether a form of election has been properly completed, signed
and submitted or revoked, and to disregard or waive any immaterial flaws or
defects in any form of election, including failures to satisfy deadlines as
to the receipt of any other required documentation, including PepsiAmericas
common stock certificates. The decision of Whitman or the exchange agent in
such matters shall be conclusive and binding, but Whitman shall be under no
obligation to disregard or waive any flaw or defect.
12. IF A PROPERLY COMPLETED FORM OF ELECTION, TOGETHER WITH YOUR
PEPSIAMERICAS COMMON STOCK CERTIFICATE(S), IS NOT RECEIVED BY THE
EXCHANGE AGENT PRIOR TO THE ELECTION DEADLINE, OR IF YOU FAIL TO FOLLOW
PROPERLY THE PROCEDURES FOR A NOTICE OF GUARANTEED DELIVERY, YOU WILL BE
DEEMED TO HAVE CHOSEN THE STOCK ALTERNATIVE AND YOU WILL BE ENTITLED TO
RECEIVE ONLY SHARES OF WHITMAN COMMON STOCK IN THE MERGER, UPON
SURRENDER OF YOUR PEPSIAMERICAS COMMON STOCK CERTIFICATE(S). THE
ENCLOSED FORM OF ELECTION MAY NOT BE USED AS A LETTER OF TRANSMITTAL FOR
SHAREHOLDERS WHO DO NOT PROPERLY COMPLETE AND SUBMIT THE FORM OF
ELECTION PRIOR TO THE ELECTION DEADLINE. INSTEAD, AFTER THE EFFECTIVE
TIME OF THE MERGER, A SEPARATE LETTER OF TRANSMITTAL WILL BE SENT TO
HOLDERS WHO DID NOT RETURN BOTH THE FORM OF ELECTION AND THEIR
PEPSIAMERICAS COMMON STOCK CERTIFICATE(S) PRIOR TO THE ELECTION DEADLINE
AND SUCH HOLDERS SHALL BE DEEMED TO HAVE CHOSEN THE STOCK ALTERNATIVE IN
THE MERGER.
13. After the merger, ownership of your Whitman common stock, if any, will be
issued in book-entry form through the Direct Registration System (DRS).
<PAGE>
QUESTIONS AND ANSWERS ABOUT PEPSIAMERICAS MERGER,
SHAREHOLDER ELECTIONS AND BOOK-ENTRY OWNERSHIP
1. HOW MANY SHARES OF PEPSIAMERICAS COMMON STOCK DO I OWN?
The total number of shares owned by you is printed at Item 1 on the form of
election.
2. WHAT DO I NEED TO DO WITH THE FORM OF ELECTION?
You must complete the enclosed form of election and specify what you want
to receive in the merger. The different election alternatives are listed on
the form of election and are described in detail in the joint proxy
statement/prospectus. The form of election must be sent, together with your
PepsiAmericas common stock certificates, to the exchange agent at one of
the addresses in Question 4 below.
3. HOW DO I FILL OUT THE FORM OF ELECTION?
If you want your shares of Whitman common stock to be issued in the same
name as your PepsiAmericas common stock, sign the form of election where it
says "Signature of Owner." Sign your name exactly as it appears on your
existing PepsiAmericas common stock certificate(s). Joint accounts require
the signatures of all owners on the form of election. DO NOT SIGN YOUR
STOCK CERTIFICATE(S).
If you want your shares of Whitman common stock to be issued in another
name, follow the preceding instructions. In addition, complete the special
transfer of ownership section on the back of the form of election (see Box
B on the form of election). Make sure that all of the current registered
holders of your PepsiAmericas common stock sign the form of election. You
must also obtain a "Medallion Signature Guarantee" from a financial
institution such as a commercial bank, trust company, national bank, credit
union or a brokerage firm that participates in a "Medallion Program."
PLEASE BE AWARE THAT A NOTARY PUBLIC SEAL IS NOT SUFFICIENT. If you are
signing on behalf of another person, please enclose the appropriate legal
documentation. For further assistance, you may call the Information Agent,
Georgeson Shareholder Communications, at 1-800-223-2064.
REMEMBER, IF YOU CHOOSE THE CONTINGENT PAYMENT ALTERNATIVE FOR SOME OR ALL
OF YOUR SHARES OF PEPSIAMERICAS COMMON STOCK, ONLY YOU CAN RECEIVE
ADDITIONAL SHARES OF WHITMAN COMMON STOCK IF THE SPECIFIED PERFORMANCE
LEVELS ARE MET. THE RIGHT TO RECEIVE SHARES OF WHITMAN COMMON STOCK IN THE
FUTURE UNDER THE CONTINGENT PAYMENT ALTERNATIVE CANNOT BE TRANSFERRED.
4. HOW SHOULD I SEND MY PEPSIAMERICAS COMMON STOCK CERTIFICATE(S) TO
EQUISERVE?
Please send your PepsiAmericas common stock certificate(s) and the signed
form of election in the enclosed BROWN-KRAFT ENVELOPE before the election
deadline. Do not send any stock certificates in the enclosed WHITE
ENVELOPE. The suggested method for mailing your PepsiAmericas common stock
certificate(s) is registered mail, return receipt requested. They must be
received by the exchange agent before 5:00 p.m., New York City time, on the
tenth business day following the closing of the merger. We currently
anticipate that the closing of the merger will occur on November 30, 2000
and that the deadline for submitting forms of election will be Thursday,
December 14, 2000. However, because this date may change, we urge you to
call 1-800-223-2064 for updated information.
If you have misplaced the return envelope, you may send your PepsiAmericas
common stock certificate(s) and the signed form of election in a regular
envelope, with proper insurance, in one of the following ways:
<TABLE>
<S> <C> <C>
BY REGISTERED MAIL, BY OVERNIGHT COURIER: BY HAND:
RETURN RECEIPT REQUESTED: EquiServe EquiServe
EquiServe 40 Campanelli Drive c/o Securities Transfer and
P.O. Box 842011 Braintree, MA 02184 Reporting Services Inc.
Boston, MA 02284-2011 Attn: PepsiAmericas, Inc. Attn: Corporate Actions
100 William Street, Galleria
New York, NY 10038
</TABLE>
<PAGE>
DELIVERY OF THE FORM OF ELECTION TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
EXCHANGE AGENT.
5. WHAT IS DRS?
DRS stands for "Direct Registration System" and is a book-entry,
statement-based method evidencing share ownership. If you choose the stock
alternative or the contingent payment alternative, your shares of Whitman
common stock will be held for you in book-entry form. Shortly after the
election deadline (likely before the end of the year) you will receive a
DRS statement from EquiServe that reflects the number of shares of Whitman
common stock registered in your name on EquiServe's records after the
merger is completed. No certificate(s) for Whitman common stock will be
issued to you unless you request one from EquiServe after the receipt of
your DRS statement.
6. WHY WILL THE WHITMAN COMMON STOCK BE ISSUED IN BOOK-ENTRY FORM, AND WHAT
ARE THE BENEFITS TO ME?
The transition to book-entry ownership is similar to the move many banks
made several years ago from passbook savings accounts to statement based
accounts. Book-entry ownership has been encouraged by both the Securities
and Exchange Commission and the New York Stock Exchange.
- Book-entry eliminates the problems associated with paper documents,
such as the need for and expense of safe storage and replacement of
lost certificates.
- Book-entry allows for electronic transactions, such as ownership
transfers, through the transfer agent or through your bank or broker.
- Book-entry eliminates the requirement for physical movement of Whitman
common stock certificates at time of sale and the accompanying
potential for loss.
- Book-entry reduces the costs associated with the issuance and delivery
of physical shares.
7. AS AN OWNER OF WHITMAN COMMON STOCK WITHIN DRS, WILL I RECEIVE INFORMATION
FROM WHITMAN CORPORATION?
As an owner of Whitman common stock within DRS, your name and address are
registered on EquiServe's records. EquiServe will promptly send you all of
your dividend checks, proxy materials and other communications that it
receives from Whitman.
8. WHAT SHOULD I DO IF I PREFER TO RECEIVE A WHITMAN COMMON STOCK CERTIFICATE?
After you receive your DRS statement, you may obtain a certificate for all
or a portion of your shares of Whitman common stock by following the
instructions on your DRS statement. No fractional shares, however, will be
issued in certificated form; a requesting holder's fractional shares will
be sold by the exchange agent and the proceeds remitted to such holder.
9. WHAT IF MY PEPSIAMERICAS COMMON STOCK CERTIFICATE(S) IS (ARE) NOT AVAILABLE
AT THE TIME I SEND MY COMPLETED FORM OF ELECTION TO THE EXCHANGE AGENT?
If your PepsiAmericas common stock certificate(s) is (are) not available at
the time you send a completed form of election to the exchange agent, you
may instead provide a Notice of Guaranteed Delivery of your PepsiAmericas
common stock certificate(s) as set forth in the merger agreement. If you
choose to provide a Notice of Guaranteed Delivery, your PepsiAmericas
common stock certificate(s) must be received by the exchange agent by 5:00
p.m., New York City time, on December 14, 2000. If your PepsiAmericas
common stock certificate(s) is (are) not received by this time, your
election will be deemed invalid and you will be treated as if you chose the
stock alternative which will entitle you to receive only shares of Whitman
common stock in the merger upon surrender of your PepsiAmericas common
stock certificates.
10. WHAT SHOULD I DO IF I LOST MY PEPSIAMERICAS COMMON STOCK CERTIFICATE(S)?
If you've lost one or more of your PepsiAmericas common stock
certificate(s), please complete the Affidavit of Lost or Destroyed
Certificates at Box A on the front of the form of election, and enter the
certificate number(s) of the lost certificate(s) (if known) and the number
of shares represented by each lost certificate. All persons named on the
PepsiAmericas common stock certificate(s) must sign. A notary signature is
required if the lost certificate(s) represent a total of 500 shares or
more. Be sure to
<PAGE>
enclose your check for the amount of the surety bond required to replace
your PepsiAmericas common stock certificate(s).
11. WHAT SHOULD I DO IF I NEED ANOTHER FORM OF ELECTION?
You may call Georgeson Shareholder Communications and request another form
of election at 1-800-223-2064.
12. WHAT DO I DO IF MY ADDRESS HAS CHANGED OR IF MY TAXPAYER ID NUMBER IS WRONG
ON THE FORM OF ELECTION?
Please correct the information on the form of election. The information
will be updated in your new account. If your taxpayer ID number is
incorrect or missing, please write in the correct number on the Substitute
Form W-9 in Box D on the reverse side of the form of election. All
shareholders must complete and sign Box D. If you retain foreign status,
complete and return the enclosed IRS Form W-8. Please see the enclosed
Instructions for Substitute Form W-9.
13. WHAT DO I DO IF I HOLD ANY OF MY SHARES OF PEPSIAMERICAS COMMON STOCK
WITH A BROKER OR CUSTODIAN BANK?
Your broker or bank will handle the election and exchange of your shares of
PepsiAmericas common stock. Please contact your broker or bank for
verification.
14. WHO SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS ABOUT THE MERGER?
For information about the merger, as well as copies of the joint proxy
statement/prospectus and the form of election, you may contact the
Information Agent at:
Georgeson Shareholder Communications Inc.
17 State Street
New York, NY 10004
1-800-223-2064
15. WHAT HAPPENS IF I DO NOT RETURN THE FORM OF ELECTION?
If your form of election and other documents are not received by the
exchange agent before the election deadline, you will be deemed to have
chosen the stock alternative and you will be entitled to receive only
shares of Whitman common stock in the merger, upon surrender of your
PepsiAmericas common stock certificates. Even if you prefer this election,
failure to send in the form of election and related documents could delay
your actual receipt of the merger consideration. As soon as reasonably
practicable following the election deadline, the exchange agent will mail a
letter of transmittal to any shareholder who did not return both the form
of election and their PepsiAmericas common stock certificates before the
election deadline and notify shareholders that they must submit their
PepsiAmericas common stock certificates in order to receive the merger
consideration.
16. WHAT HAPPENS IF I MAKE A MIXED ELECTION FOR MORE SHARES THAN I ACTUALLY
OWN?
A shareholder making a mixed election for more shares of PepsiAmericas
common stock than such shareholder actually owns will be deemed to have
chosen the stock alternative for all of his or her shares of PepsiAmericas
common stock.
17. CAN I REVOKE OR CHANGE MY ELECTION SET FORTH ON THE FORM OF ELECTION?
A shareholder may revoke his or her original election by submitting a
written notice of revocation to the exchange agent before the election
deadline. Additionally, a shareholder may change his or her original
election and make a new election by submitting a written notice of
revocation and by indicating on the written notice the new election that he
or she wishes to make. Original signatures of shareholders are required to
revoke or change the shareholder's choice of election. Facsimiles of
shareholders' signatures are not acceptable.
A shareholder that makes a valid revocation but fails to make a valid new
election will be treated as if he or she chose the stock alternative. A
shareholder that makes an invalid revocation but makes a valid new election
will be treated as if he or she did not make a revocation, and his or her
original election will apply. A shareholder that makes a valid revocation
and a valid new election will be treated according to his or her new
election.
<PAGE>
18. WHAT HAPPENS IF I HOLD SHARES OF PEPSIAMERICAS COMMON STOCK AS A
NOMINEE, TRUSTEE OR OTHER REPRESENTATIVE?
Holders of record of shares of PepsiAmericas common stock who have such
shares as nominees, trustees or in other representative or fiduciary
capacities (a "Representative") may submit one or more forms of election
covering the aggregate number of shares of PepsiAmericas common stock held
by such Representative for the beneficial owners for whom the
Representative is making an election, provided that such Representative
certifies that each form of election covers all of the shares of
PepsiAmericas common stock held by such Representative for any single
beneficial owner and only for such beneficial owner. Any Representative
that makes an election may be required to provide the exchange agent with
additional documents and certifications, in order to satisfy the exchange
agent that such Representative holds such shares of PepsiAmericas common
stock for a particular beneficial owner.
19. WHEN WILL I RECEIVE MY CASH CONSIDERATION IN THE MERGER?
Shareholders will receive a check for the cash consideration in the
merger as soon as practicable after the election deadline (likely before
the end of the year), provided that such shareholder's PepsiAmericas
common stock certificate(s) is(are) are received by the exchange agent
at one of the addresses set forth herein, together with such documents
as the exchange agent may require before the election deadline.
20. WHAT IF I WANT TO SELL MY SHARES OF PEPSIAMERICAS COMMON STOCK OR PURCHASE
SHARES OF PEPSIAMERICAS COMMON STOCK AFTER I HAVE SUBMITTED MY FORM OF
ELECTION?
In the event that you wish to sell your shares of PepsiAmericas common
stock that you have submitted with a form of election, you must revoke it
and have the certificates returned to you. The purchaser will then be
entitled to submit a new form of election. In the event that you purchase
shares of PepsiAmericas common stock after having submitted a form of
election, you must obtain and submit a new form of election concerning the
newly acquired shares.
21. WHAT HAPPENS TO MY PEPSIAMERICAS COMMON STOCK CERTIFICATE(S) IF THE MERGER
IS TERMINATED?
If the merger is terminated, the exchange agent will promptly return your
PepsiAmericas common stock certificate(s).
22. WHAT HAPPENS IF TOO MUCH CASH CONSIDERATION IS ELECTED IN THE MERGER?
In the unlikely event that too much cash consideration is elected in the
merger, shareholders choosing the cash alternative will be subject to
proration, and a portion of the consideration they requested in cash will
instead be received in shares of Whitman common stock. The proration
procedures are described under the caption "The Merger Agreement" in the
joint proxy statement/prospectus. By signing the form of election, the
signatory acknowledges that he or she understands and agrees to this
condition of choosing the cash alternative.
23. HOW AND WHEN WILL I RECEIVE THE ADDITIONAL SHARES OF WHITMAN COMMON STOCK I
DECIDE TO PURCHASE?
The DRS statement you receive from EquiServe will reflect not only the
number of shares of Whitman common stock you receive in the merger, but
also the number of additional shares of Whitman common stock you purchase
in connection with the contingent payment alternative, provided that
payment for those shares of Whitman common stock is received by the
exchange agent at one of the addresses set forth herein before the election
deadline. No certificate(s) for Whitman common stock will be issued to you
unless you request one from EquiServe after the receipt of your DRS
statement.
24. WHAT HAPPENS IF I SEND PAYMENT TO THE EXCHANGE AGENT FOR A GREATER NUMBER
OF ADDITIONAL SHARES OF WHITMAN COMMON STOCK THAN I AM ENTITLED TO
PURCHASE?
Funds received in payment of the purchase price for additional shares of
Whitman common stock will be held in a segregated account pending issuance
of such additional shares. If a shareholder exercising the right to
purchase additional shares of Whitman common stock is allocated less than
all of the shares which such shareholder indicated on the form of election,
the exchange agent will promptly refund the excess funds paid by such
shareholder without interest or deduction as soon as practicable after the
election deadline.
25. HOW AND WHEN WILL SHARES OF WHITMAN COMMON STOCK BE PAID UNDER THE
CONTINGENT PAYMENT ALTERNATIVE?
If you chose the contingent payment alternative, the initial shares of
Whitman common stock you receive in the merger will be issued in
book-entry form in the manner described in Question 5 above. If the
performance levels are met in accordance with the terms of the merger
agreement, you will be entitled to receive additional shares of Whitman
common stock. These additional shares of Whitman common stock, if any,
will be issued to you in book-entry form only if a determination is made
that the performance levels have been met, as set forth in the merger
agreement. It is estimated that contingent payments, if any, will be
made during the second quarters of 2002 and 2003.
