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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): AUGUST 18, 2000
WHITMAN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-15019 13-6167838
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3501 ALGONQUIN ROAD, ROLLING MEADOWS, ILLINOIS 60008
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 818-5000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 18, 2000, Whitman Corporation, a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger dated
as of August 18, 2000 (the "Merger Agreement") with PepsiAmericas, Inc., a
Delaware corporation ("PepsiAmericas"), and Anchor Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("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
the Company. Simultaneously with the Merger, Merger Sub will be renamed
"PepsiAmericas, Inc."
Pursuant to the Merger Agreement, each share of common stock,
par value $.01 per share, of PepsiAmericas outstanding immediately prior to the
Effective Time (as defined in the Merger Agreement) (other than shares owned
directly or indirectly by the Company or PepsiAmericas, which shares will be
canceled, and shares owned directly or indirectly by Dakota Holdings, LLC or
Pohlad Companies, which shares will be converted as provided in #3 below) will
be converted, at the option of the holder thereof, into:
1. $3.80 in cash, subject to upward adjustment if the
average closing price of Company common stock during
the 15 trading days ending 5 days prior to the date
of the Company or PepsiAmericas shareholder meeting
to approve the transaction, whichever occurs first,
is greater than $16.07 per share or downward
adjustment if the average closing price of Company
common stock during such period is less than $13.15
per share; or
2. $3.80 in value of shares of Company common stock,
subject to adjustment under the circumstances
described in #1 above; or
3. $2.80 in value of shares of Company common stock,
plus the right to receive up to an additional $1.50
in nominal value of shares of Company common stock if
the surviving corporation meets certain EBITDA
(earnings before interest, taxes, depreciation and
amortization) targets through 2002, in each case,
subject to adjustment under the circumstances
described in #1 above.
In addition, at the closing of the transaction,
PepsiAmericas shareholders electing to participate in the earnout described
in #3 will have the right to purchase from the Company in the aggregate up to
1.7 million shares of Company common stock at a price of $14.61 per share.
Dakota Holdings, LLC will have the right to purchase any of these shares of
Company common stock not purchased by the other PepsiAmericas shareholders.
Upon completion of the transaction, PepsiAmericas Chief
Executive Officer, Robert Pohlad, will be elected to the Board of Directors
and will become Chief Executive Officer of the Company. Archie R. Dykes,
Chairman of Capital City Holdings and a director of the Company for 15
years, will become non-executive Chairman of the Board.
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 the Company 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 Company common stock by the shareholders of the Company
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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 the Company and PepsiAmericas, respectively, to approve the
Merger and the issuance of Company common stock.
PepsiCo, Inc. and Pohlad Companies have also agreed to
enter into agreements with the Company to limit their combined ownership of
Company common stock to less than 50% of all outstanding shares, with certain
exceptions as provided in their respective agreements.
In connection with the transactions contemplated by the Merger
Agreement, the Company will amend that certain Rights Agreement, dated as of May
20, 1999 (the "Rights Agreement"), between the Company and First Chicago Trust
Company of New York, as Rights Agent, to, among other things, render the Rights
Agreement inoperative with respect to (i) the approval, execution and delivery
of the Merger Agreement, (ii) the Merger and (iii) the consummation of the
transactions contemplated by the Merger Agreement.
Copies of the Merger Agreement, each of the exhibits thereto,
the form of amendment to the Rights Agreement and the joint press release issued
by the Company and PepsiAmericas on August 21, 2000 are filed as exhibits hereto
and are incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) - (b) Not applicable.
(c) EXHIBITS:
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Exhibit
Number Description of Exhibit
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of August 18, 2000,
among the Company, Anchor Merger Sub, Inc. and PepsiAmericas,
Inc.
3.1 Form of Amended and Restated Bylaws of the Company (Exhibit E
to the Merger Agreement).
4.1 Form of Amendment to the Rights Agreement, dated as of May 20,
1999, between the Company and First Chicago Trust Company of
New York, as Rights Agent.
99.1 Voting Agreement, dated as of August 18, 2000, between the
Company 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 Form of Rule 145 Affiliate Agreement (Exhibit C to the Merger
Agreement).
99.4 Form of Amended and Restated Shareholder Agreement between the
Company and PepsiCo, Inc. (Exhibit D to the Merger Agreement).
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99.5 Form of Shareholder Agreement between the Company and Pohlad
Companies (Exhibit F to the Merger Agreement).
99.6 Joint Press Release issued by the Company and PepsiAmericas,
Inc. on August 21, 2000.
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SIGNATURE
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.
WHITMAN CORPORATION
Date: August 23, 2000 By: /s/ Steven R. Andrews
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Steven R. Andrews
Senior Vice President
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EXHIBIT INDEX
The following is a list of the Exhibits filed herewith.
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Exhibit
Number Description of Exhibit
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of August 18, 2000,
among the Company, Anchor Merger Sub, Inc. and PepsiAmericas,
Inc.
3.1 Form of Amended and Restated Bylaws of the Company (Exhibit E
to the Merger Agreement).
4.1 Form of Amendment to the Rights Agreement, dated as of May 20,
1999, between the Company and First Chicago Trust Company of
New York, as Rights Agent.
99.1 Voting Agreement, dated as of August 18, 2000, between the
Company 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 Form of Rule 145 Affiliate Agreement (Exhibit C to the Merger
Agreement).
99.4 Form of Amended and Restated Shareholder Agreement between the
Company and PepsiCo, Inc. (Exhibit D to the Merger Agreement).
99.5 Form of Shareholder Agreement between the Company and Pohlad
Companies (Exhibit F to the Merger Agreement).
99.6 Joint Press Release issued by the Company and PepsiAmericas,
Inc. on August 21, 2000.
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