<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 30, 2000
-----------------
WHITMAN CORPORATION
-------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-15019 13-6167838
-------- --------- ----------
(State or Other Jurisdiction (Commission File Number) IRS Employer
of Incorporation) Identification No.)
3501 ALGONQUIN ROAD, ROLLING MEADOWS, ILLINOIS 60008
---------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 818-5000
--------------
N/A
-------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 30, 2000, Whitman Corporation, a Delaware corporation
(the "Company"), issued a press release announcing the completion of the
merger (the "Merger") of PepsiAmericas, Inc., a Delaware corporation
("PepsiAmericas"), with and into Anchor Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("Merger Sub"),
pursuant to the Agreement and Plan of Merger dated as of August 18, 2000 (the
"Merger Agreement") among the Company, Merger Sub and PepsiAmericas.
Simultaneously with the Merger, Merger Sub was renamed "PepsiAmericas, Inc."
Pursuant to the Merger Agreement, each share of common stock, par
value $.01 per share, of PepsiAmericas will be converted, at the election of its
holder, into:
- $3.80 in cash; or
- 0.2773 shares of common stock, par value $.01 per share, of the
Company ("Company Common Stock"); or
- 0.2043 shares of Company Common Stock, plus the right to receive
in the future up to an additional 0.1092 shares of Company Common
Stock if PepsiAmericas meets certain performance levels
for the years 2000-2002.
A copy of the press release issued by the Company on November 30, 2000
with respect to the Merger is attached hereto as Exhibit 20.
As previously disclosed, upon completion of the Merger,
PepsiAmericas' Chief Executive Officer, Robert C. Pohlad, became Chief
Executive Officer and a director of the Company, and Archie R. Dykes,
Chairman of Capital City Holdings and a director of the Company for 15 years,
became non-executive Chairman of the Board.
In connection with the Merger, the Shareholder Agreement previously
entered into between the Company and PepsiCo, Inc. was amended and restated. In
addition, the Company entered into a shareholder agreement with Pohlad
Companies, Dakota Holdings, LLC and Robert C. Pohlad. Copies of the Amended and
Restated Shareholder Agreement between the Company and PepsiCo, Inc. and the
Shareholder Agreement among the Company, Pohlad Companies, Dakota Holdings, LLC
and Robert C. Pohlad are attached hereto as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference.
Also attached hereto as Exhibit 3 is a copy of the Amended and
Restated Bylaws of the Company, adopted in accordance with the terms of the
Merger Agreement.
The other information required by this item has been previously
reported by the Company or PepsiAmericas and is included or incorporated by
reference in the Joint Proxy Statement/Prospectus ("Proxy Statement/Prospectus")
which constitutes a part of the Company's Registration Statement on Form S-4
(File No. 333-46368).
-2-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of PepsiAmericas required by this item have
been previously reported by PepsiAmericas and are included or incorporated by
reference in the Proxy Statement/Prospectus.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
3 Amended and Restated Bylaws of the Company.
10.1 Amended and Restated Shareholder Agreement, dated as of November
30, 2000, between the Company and PepsiCo, Inc.
10.2 Shareholder Agreement, dated as of November 30, 2000, among the
Company, Pohlad Companies, Dakota Holdings, LLC and Robert
Pohlad.
20 Press Release issued by the Company on November 30, 2000.
</TABLE>
-3-
<PAGE>
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: December 1, 2000 By: /s/ Steven R. Andrews
------------------------------
Steven R. Andrews
Senior Vice President
<PAGE>
EXHIBIT INDEX
The following is a list of the exhibits filed herewith.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
3 Amended and Restated Bylaws of the Company.
10.1 Amended and Restated Shareholder Agreement, dated as of November
30, 2000, between the Company and PepsiCo, Inc.
10.2 Shareholder Agreement, dated as of November 30, 2000, among the
Company, Pohlad Companies, Dakota Holdings, LLC and Robert
Pohlad.
20 Press Release issued by the Company on November 30, 2000.
</TABLE>
