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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2000
REGISTRATION NO. 333-46368
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITMAN CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-6167838
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3501 ALGONQUIN ROAD
ROLLING MEADOWS, ILLINOIS 60008
(Address of principal executive offices) (Zip Code)
</TABLE>
PEPSIAMERICAS, INC. 1999 STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY QUALIFIED STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY NON-QUALIFIED STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY STOCK OPTION AGREEMENT
(Full titles of the plans)
STEVEN R. ANDREWS
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
WHITMAN CORPORATION
3501 ALGONQUIN ROAD
ROLLING MEADOWS, ILLINOIS 60008
(312) 818-5000
(Name, address, and telephone number,
including area code, of agent for service)
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INTRODUCTORY STATEMENT
Whitman Corporation., a Delaware corporation (the "Company"), hereby amends
its Registration Statement on Form S-4 (Registration No. 333-46368) by filing
this Post-Effective Amendment No. 1 on Form S-8.
On November 30, 2000, PepsiAmericas, Inc., a Delaware corporation
("PepsiAmericas"), became a wholly-owned subsidiary of the Company upon
consummation of the merger (the "Merger") contemplated by the Agreement and Plan
of Merger dated as of August 18, 2000 (the "Merger Agreement") among the
Company, a wholly-owned subsidiary of the Company and PepsiAmericas.
By virtue of the Merger, each option to purchase shares of PepsiAmericas
common stock outstanding immediately prior to the effective time of the Merger
(the "Effective Time") was converted into an option to purchase that number of
shares of the Company's common stock ("Common Stock"), together with the
associated preferred stock purchase rights of the Company ("Rights"), equal to
the number of shares of PepsiAmericas common stock which could have been
purchased upon exercise of the option immediately prior to the Effective Time
multiplied by .2773 (the "Exchange Ratio"), rounded up to the nearest whole
number of shares, at an exercise price per share equal to the exercise price per
share subject to such option immediately prior to the Effective Time divided by
the Exchange Ratio, rounded down to the nearest whole cent. The other terms and
conditions of the options will continue to apply in accordance with the plans or
agreements under which they were originally issued.
This Post-Effective Amendment relates to the offer and sale after the
Effective Time of Common Stock and the associated Rights in connection with the
stock options described above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Company (Commission file number 001-15019)
are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 1, July 1 and September 30, 2000;
(c) the Company's Current Reports on Form 8-K filed with the
Commission on August 23 and December 1, 2000; and
(d) the description of the Common Stock and the description of the
Rights, each as contained in registration statements filed by the Company
to register the Common Stock and the Rights under the Exchange Act,
including any amendments or reports filed for the purpose of updating
either of those descriptions.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
post-effective amendment and prior to the filing of a subsequent post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the respective dates of filing of such
documents (such documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock and the associated Rights
registered hereby has been passed upon for the Company by Steven R. Andrews,
Esq., Senior Vice President, Secretary and General Counsel of the Company. Mr.
Andrews is a participant in the Company's stock option plan and various other
employee benefit plans offered to employees of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification of directors, officers, employees and agents of corporations
under certain conditions and subject to certain limitations. Article V of the
Company's By-Laws provides for indemnification of any director, officer,
employee or agent of the Company, or any person serving in the same capacity in
any other enterprise at the request of the Company, under certain circumstances.
Article NINTH of the Company's Certificate of Incorporation eliminates the
liability of directors of the Company under certain circumstances for breaches
of fiduciary duty to the Company and its shareholders.
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Directors and officers of the Company are insured, at the expense of the
Company, against certain liabilities which might arise out of their employment
and which might not be subject to indemnification under the By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Certain documents listed below are incorporated by reference to Exhibits to
reports filed by the Company with the Commission pursuant to the requirements of
the Securities Exchange Act of 1934. The Company's SEC File Number is 001-15019.
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 18, 2000,
among the Company, Anchor Merger Sub, Inc. and PepsiAmericas
is hereby incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the
Commission on August 23, 2000
4.1 Certificate of Incorporation of the Company, as amended and
restated on May 20, 1999, is hereby incorporated by
reference to Exhibit 3a to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999
4.2 By-Laws of the Company, as amended and restated on November
30, 2000, are hereby incorporated by reference to Exhibit 3
to the Company's Quarterly Report on Form 8-K filed with the
Commission on December 1, 2000
4.3 Rights Agreement, dated as of May 20, 1999, between the
Company and First Chicago Trust Company of New York, is
hereby incorporated by reference to Exhibit 4 to the
Registration Statement on Form 8-A filed by the Company with
the Commission on May 25, 1999
4.4* Amendment to Rights Agreement, dated as of August 18, 2000
4.5** PepsiAmericas, Inc. 1999 Stock Option Plan
4.6** Pepsi-Cola Puerto Rico Bottling Company Qualified Stock
Option Plan
4.7** Pepsi-Cola Puerto Rico Bottling Company Non-Qualified Stock
Option Plan
4.8** Pepsi-Cola Puerto Rico Bottling Company Stock Option
Agreement
5* Opinion of Steven R. Andrews, Esq., as to the legality of
the securities being registered
23.1** Consent of KPMG LLP
23.2* Consent of Steven R. Andrews (included in Exhibit 5 hereto)
24.1* Power of Attorney of Directors of the Company
</TABLE>
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* Previously filed.
** Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
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(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rolling Meadows, State of Illinois, on December 19, 2000.
WHITMAN CORPORATION
By: ROBERT C. POHLAD
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Robert C. Pohlad
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on December 19, 2000.
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SIGNATURE TITLE
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<C> <S>
ROBERT C. POHLAD Chief Executive Officer and Director
----------------------------------------------------- (principal executive officer)
Robert C. Pohlad
G. MICHAEL DURKIN, JR. Senior Vice President and Chief Financial
----------------------------------------------------- Officer (principal financial and accounting
G. Michael Durkin, Jr. officer)
* Chairman of the Board of Directors
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Archie R. Dykes
* Director
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Herbert M. Baum
* Director
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Richard G. Cline
* Director
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Pierre S. du Pont
* Director
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Charles W. Gaillard
* Director
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Jarobin Gilbert, Jr.
* Director
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Victoria B. Jackson
</TABLE>
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SIGNATURE TITLE
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<C> <S>
* Director
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Robert F. Sharpe, Jr.
* Director
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Karl von der Heyden
*By: STEVEN R. ANDREWS
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Steven R. Andrews
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 18, 2000,
among the Company, Anchor Merger Sub, Inc. and PepsiAmericas
is hereby incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the
Commission on August 23, 2000
4.1 Certificate of Incorporation of the Company, as amended and
restated on May 20, 1999, is hereby incorporated by
reference to Exhibit 3a to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 3, 1999
4.2 By-Laws of the Company, as amended and restated on November
30, 2000, are hereby incorporated by reference to Exhibit 3
to the Company's Quarterly Report on Form 8-K filed with the
Commission on December 1, 2000
4.3 Rights Agreement, dated as of May 20, 1999, between the
Company and First Chicago Trust Company of New York, is
hereby incorporated by reference to Exhibit 4 to the
Registration Statement on Form 8-A filed by the Company with
the Commission on May 25, 1999
4.4* Amendment to Rights Agreement, dated as of August 18, 2000
4.5** PepsiAmericas, Inc. 1999 Stock Option Plan
4.6** Pepsi-Cola Puerto Rico Bottling Company Qualified Stock
Option Plan
4.7** Pepsi-Cola Puerto Rico Bottling Company Non-Qualified Stock
Option Plan
4.8** Pepsi-Cola Puerto Rico Bottling Company Stock Option
Agreement
5* Opinion of Steven R. Andrews, Esq., as to the legality of
the securities being registered
23.1** Consent of KPMG LLP
23.2* Consent of Steven R. Andrews (included in Exhibit 5 hereto)
24.1* Power of Attorney of Directors of the Company
</TABLE>
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* Previously filed.
** Filed herewith.
