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Exhibit 99.8
PEPSIAMERICAS, INC.
3800 DAIN RAUSCHER PLAZA, 60 SOUTH SIXTH STREET, MINNEAPOLIS, MN 55402
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF PEPSIAMERICAS, INC.
The undersigned hereby appoints Robert C. Pohlad and John F. Bierbaum as
proxies (each with the power to act alone and with the power of substitution
and revocation) to represent the undersigned and to vote all of the shares of
common stock of PepsiAmericas, Inc. entitled to be voted by the undersigned
as of [date], 2000, as directed below and, in his discretion, on all other
matters which may properly come before the special meeting of shareholders to
be held at the Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota,
on [date], 2000, at [time] a.m. local time, and at any adjournment or
postponement of the special meeting as if the undersigned were present and
voting at the special meeting.
Whether or not you expect to attend the special meeting, you are urged
to execute and return this proxy, which you may revoke at any time prior to
its use.
IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED FOR ALL ITEMS.
PEPSIAMERICAS, INC.
3800 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
(Continued and to be dated and signed on the reverse side.)
-Triangle- FOLD AND DETACH HERE -Triangle-
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PEPSIAMERICAS, INC.
VOTE MUST BE INDICATED IN THE FOLLOWING MANNER USING BLACK OR BLUE INK
1. Adoption of the Agreement and Plan of Merger, dated as of August 18, 2000,
among Whitman Corporation, a Delaware corporation, Anchor Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Whitman, and
PepsiAmericas, Inc., a Delaware corporation.
For / / Against / / Abstain / /
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the special meeting or any adjournment
or postponement of the special meeting.
For / / Against / / Abstain / /
Change of Address or Comments Mark Here / /
Dated __________________, 2000
______________________________
Signature
Please date and sign this proxy exactly as your name appears to the left of
the proxy and return it promptly in the postage-paid return envelope. When
shares are held by joint tenants, both should sign. If a corporation, please
sign the full corporate name by any authorized officer. If a partnership,
please sign the partnership name by an authorized person.
-Triangle- FOLD AND DETACH HERE -Triangle-
PLEASE SIGN, DATE AND RETURN
THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
