<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REG. STATE. NOS. 33-51418 AND 33-50109
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 20, 1994)
$100,000,000
WHITMAN CORPORATION
6 1/2% NOTES DUE FEBRUARY 1, 2006
----------------
Interest on the Notes is payable semi-annually on February 1 and August 1 of
each year, beginning August 1, 1994. The Notes will not be redeemable prior to
maturity and will not be entitled to any sinking fund.
The Notes will be issued in the form of one or more Global Securities
("Global Securities") registered in the name of The Depository Trust Company
(the "Depositary") or its nominee. Beneficial interests in the Global
Securities will be shown on, and transfers will be effected only through,
records maintained by the Depositary and its participants. Except as described
herein, Notes in certificated form will not be issued.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note............................... 100% .675% 99.325%
- --------------------------------------------------------------------------------
Total.................................. $100,000,000 $675,000 $99,325,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from February 3, 1994.
(2) The Company has agreed to indemnify the several Underwriters against
certain liabilities under the Securities Act of 1933. See "Underwriting."
(3) Before deduction of expenses payable by the Company, estimated at $200,000.
----------------
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of certain
legal matters by counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the Notes
will be made in New York, New York on or about February 3, 1994.
----------------
MERRILL LYNCH & CO. CS FIRST BOSTON CORPORATION
----------------
The date of this Prospectus Supplement is January 20, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SELECTED FINANCIAL INFORMATION
The following is a summary of certain financial information of Whitman
Corporation (the "Company") and its consolidated subsidiaries and is qualified
in its entirety by and should be read in conjunction with the consolidated
financial statements, including the notes thereto, management's discussion and
analysis and the auditors' report incorporated into this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and the financial statements, notes thereto and management's
discussion and analysis incorporated into this Prospectus by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1993. This information has been derived from consolidated financial statements
of the Company which, except for the information for the interim periods, have
been audited and reported upon by KPMG Peat Marwick, Independent Auditors. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the information for the interim
periods have been made.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30 YEARS ENDED DECEMBER 31
------------------ ----------------------------------------------
1993 1992 1992 1991 1990 1989 1988
-------- -------- -------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Sales and Revenues..... $1,860.9 $1,769.6 $2,388.0 $2,393.3 $2,305.0 $2,184.0 $2,023.0
Operating Income be-
fore Restructuring
Charges............... 226.8 204.3 274.4 271.8 232.4 210.4 228.0
Restructuring Charges.. -- -- -- -- 170.8 -- --
Operating Income....... 226.8 204.3 274.4 271.8 61.6 210.4 228.0
Income (Loss) from
Continuing Operations
before Income Taxes... 153.7 123.7 170.6 161.7 (39.0) 146.8 118.5
Income (Loss) from
Continuing Opera-
tions................. 77.3 65.7 92.1 80.4 (31.3) 85.6 52.4
Net Income (Loss) Ap-
plicable to Common
Stock............... 49.1 33.4 59.8 97.6 (19.3) 154.1 233.5
PER SHARE DATA
Income (Loss) from
Continuing Opera-
tions................. $ 0.72 $ 0.61 $ 0.86 $ 0.76 $ (0.68) $ 0.48 $ 0.49
Income (Loss) from
Discontinued Opera-
tions(1).............. -- (0.30) (0.30) 0.16 0.49 1.02 1.48
Extraordinary loss
from early retirement
of debt(2)............ (0.04) -- -- -- -- -- --
Cumulative Effect of
Change in Accounting
Principle(3).......... (0.22) -- -- -- -- -- 0.22
Net Income (Loss).... $ 0.46 $ 0.31 $ 0.56 $ 0.92 $ (0.19) $ 1.50 $ 2.19
BALANCE SHEET DATA
Total Assets........... $2,316.3 $2,102.4 $2,062.8 $2,123.0 $3,347.3 $3,334.6 $3,039.6
Long-Term Debt......... 765.2 868.3 791.8 895.9 1,643.4 1,655.9 1,350.8
Total Debt............. 1,050.5 901.9 900.5 1,006.1 1,687.5 1,675.7 1,360.1
Total Shareholders'
Equity(4)............. 497.5 483.4 478.5 461.9 854.0 894.1 868.0
</TABLE>
- --------
(1) In the third quarter of 1993, the Company settled a lawsuit filed by the
Middleby Corporation against the Company's Hussmann Corporation subsidiary
for $19.5 million in cash and certain other concessions. The suit related
to the 1989 sale of Hussmann's foodservice equipment operations. Provision
for the lawsuit and related expenses (after taxes), along with additional
income taxes and other expenses associated with previously discontinued
operations were reflected in the third quarter of 1992 as part of
discontinued operations.
S-2
<PAGE>
(2) During the third quarter of 1993, the Company redeemed the entire issue of
$95.8 million 7 1/4% Split currency bonds (effective interest rate of
12.6%) originally due September 27, 1997 for $101.9 million. After related
expenses and fees this early extinguishment of debt resulted in an after
tax loss of $4.2 million or $0.04 per share. This loss is reported
separately as an Extraordinary item in the Company's Consolidated Income
Statement. The proceeds for redemption came from seven to ten year notes
with effective interest rates ranging from 6.25% to 7.5% issued during
1993.
(3) In the first quarter of 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, which, among other items, required the
Company to reflect estimates of future costs for medical and survivor
benefits for certain retirees in its financial statements. Previously, the
costs of the Company's retiree medical and survivor benefit programs were
recognized in the financial statements on a cash accounting basis. The
cumulative effect of adopting this change in accounting principle as of
January 1, 1993 resulted in an after-tax charge of $24.0 million and is
reported as a separate component in the Company's Consolidated Income
Statement.
The Company also adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," during the first quarter of 1993.
Adoption of Statement No. 109 did not have a significant effect on the
Company's financial statements or results of operations. The recent increase
in Federal tax rates, with its retroactive application to January, 1993, did
not have a material effect upon net income for the year.
(4) In April, 1991 and January, 1989, respectively, the Company distributed the
common stock of its Pet Incorporated subsidiary and Illinois Central
Railroad subsidiary to the shareholders of the Company resulting in common
stock dividend declarations of $514.8 million and $706.0 million,
respectively. The Company's financial statements were adjusted to reflect
the financial condition of the Company as if the dividends had been
distributed March 31, 1991 and December 31, 1988, respectively.
1993 OPERATING RESULTS
For the year ended December 31, 1993, the Company reported Sales and Revenues
of $2,529.7 million, Income from Continuing Operations of $106.4 million and
Net Income Applicable to Common Stock of $78.2 million. Income per share from
Continuing Operations was $0.99 and Net Income per share was $0.73.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------- ---------------------------
1993 1992 1992 1991 1990 1989 1988
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1).......................... 2.9x 2.5x 2.6x 2.2x 0.8x(2) 1.9x 1.8x
</TABLE>
- --------
(1) The ratio of earnings to fixed charges for the Company is defined as income
before provision for income taxes and minority interest plus interest
expense (including amortization of debt issuance expense), and the portion
of rental expense which represents interest (deemed to be one-third of
rentals) divided by fixed charges. Fixed charges include interest expense
(including capitalized interest and amortization of debt issuance expense)
and the portion of rental expense which represents interest.
(2) In 1990, the ratio of earnings to fixed charges was less than one-to-one
coverage principally as a result of a $170.8 million restructuring charge.
The dollar amount of fixed charge coverage deficiency in 1990 was $39.3
million. Excluding the restructuring charge, the ratio of earnings to fixed
charges was 1.8x in 1990.
S-3
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes (the "Notes")
offered hereby (referred to in the Prospectus as the "Securities") supplements,
and, to the extent inconsistent therewith, replaces, the description of the
general terms and provisions of the Securities set forth in the Prospectus.
GENERAL
The Notes will be limited to an aggregate principal amount of $100,000,000,
will mature on February 1, 2006, and will be issued under an Indenture dated as
of January 15, 1993 (the "Indenture"), between the Company and The First
National Bank of Chicago, as trustee (the "Trustee"), which is described more
fully in the Prospectus. The following summaries of certain provisions of the
Indenture and the Notes do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all provisions of the
Indenture, including the definition therein of certain terms. Capitalized terms
used herein and not defined herein or in the Prospectus have the respective
meanings set forth in the Indenture.
The Notes will bear interest at the rate of 6 1/2% per annum from February 3,
1994, or from the most recent interest payment date to which interest has been
paid or provided for, payable semi-annually on February 1 and August 1 of each
year (each such date being hereinafter referred to as an "Interest Payment
Date"), commencing on August 1, 1994, to the person in whose name such Note is
registered at the close of business on the January 15 or July 15, as the case
may be, immediately preceding such Interest Payment Dates.
The Notes will be unsecured, senior debt of the Company and will rank on a
parity with all other unsecured and unsubordinated indebtedness of the Company.
However, because the Company is a holding company which conducts substantially
all of its operations through subsidiaries, the right of the Company, and hence
the right of creditors of the Company (including the holders of the Notes), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Company itself as a creditor of the subsidiary may be recognized.
The Notes will not be redeemable prior to maturity and will not be entitled
to any sinking fund.
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of a fully-registered Global Security.
The Global Security will be deposited with, or on behalf of, the Depositary and
registered in the name of the Depositary or its nominee.
Except as set forth below, the Global Security may be transferred, in whole
and not in part, only by the Depositary to its nominee or by its nominee to
such Depositary or another nominee of the Depositary or by the Depositary or
its nominee to a successor of the Depositary or a nominee of such successor.
The Company understands that the Depositary is a limited-purpose trust
company which was created to hold securities for its participating
organizations (the "Participants") and to facilitate the clearance and
settlement of transactions in such securities between Participants through
electronic book-entry changes in accounts of its Participants. Participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations. Access
to the Depositary's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("indirect participants"). Persons who are not Participants may beneficially
own securities held by the Depositary only through Participants or indirect
participants.
S-4
<PAGE>
Pursuant to procedures established by the Depositary (i) upon the issuance by
the Company of the Notes, the Depositary will credit the accounts of
Participants designated by the Underwriters with the principal amount of the
Notes purchased by the Underwriters, and (ii) ownership of interests in the
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary (with respect to
Participants' interests), the Participants and the indirect participants. The
laws of some states require that certain persons take physical delivery in
definitive form of securities which they own. Consequently, the ability to
transfer interests in the Global Security is limited to such extent.
So long as a nominee of the Depositary is the registered owner of the Global
Security, such nominee will be considered the sole owner or holder of the Notes
for all purposes under the Indenture. Except as provided below, the owners of
interests in the Global Security will not be entitled to have Notes registered
in their names, will not receive or be entitled to receive physical delivery of
Notes in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Neither the Company, the Trustee nor any paying agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of interests in the Global Security, or for
maintaining, supervising or reviewing any records relating to such interests.
Principal and interest payments on the Global Security registered in the name
of the Depositary's nominee will be made by the Company or through a paying
agent to the Depositary's nominee as the registered owner of the Global
Security. Under the terms of the Indenture, the Company and the Trustee will
treat the persons in whose names the Notes are registered as the owners of such
Notes for the purpose of receiving payments of principal and interest on such
Notes and for all other purposes whatsoever. Therefore, neither the Company,
the Trustee nor any paying agent has any direct responsibility or liability for
the payment of principal or interest on the Notes to owners of interests in the
Global Security. The Depositary has advised the Company and the Trustee that
its present practice is, upon receipt of any payment of principal or interest,
to credit immediately the accounts of the Participants with payments in amounts
proportionate to their respective holdings in principal amount of interests in
the Global Security as shown on the records of the Depositary. Payments by
Participants and indirect participants to owners of interests in the Global
Security will be governed by standing instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
Participants or indirect participants.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
calendar days, the Company will issue Notes in certificated form in exchange
for the Global Security. In addition, the Company may at any time determine not
to have the Notes represented by a Global Security, and, in such event, will
issue Notes in certificated form in exchange for the Global Security. In either
instance, an owner of an interest in the Global Security would be entitled to
physical delivery of such Notes in certificated form. Notes so issued in
certificated form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated and CS First Boston Corporation (the
"Underwriters"), the Company has agreed to sell to the Underwriters, and the
Underwriters have severally agreed to purchase, the respective principal
amounts of the Notes set forth after their names below. The Underwriting
Agreement provides that the obligations of the Underwriters are subject to
certain conditions precedent and that the Underwriters will be obligated to
purchase all of the Notes if any are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... $ 50,000,000
CS First Boston Corporation................................. 50,000,000
------------
Total................................................... $100,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such price
less a concession not in excess of .40% of the principal amount. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of .25% of the principal amount of the Notes to certain other dealers. After
the initial public offering, the public offering price, concession and discount
may be changed.
The Notes are a new issue of securities with no established trading market.
The Underwriters have advised the Company that they intend to act as market
makers for the Notes. However, the Underwriters are not obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Underwriters engage or may in the future engage in transactions with and
perform services for the Company and its affiliates in the ordinary course of
business.
S-6
<PAGE>
PROSPECTUS
LOGO
WHITMAN CORPORATION
$338,500,000
DEBT SECURITIES
---------------
Whitman Corporation ("Whitman" or the "Company") may offer from time to time
its unsecured debentures, notes or other evidences of indebtedness
("Securities"), in one or more series, in amounts, at prices and on terms to be
determined at the time of sale, from which the Company will receive up to an
aggregate of $338,500,000 in proceeds, or the equivalent thereof if any of the
Securities are denominated in one or more foreign currencies or currency units.
The Securities may be sold to underwriters, to or through dealers, acting as
principals or acting as agents, or directly to other purchasers (see "Plan of
Distribution").
The Securities may be issued in registered form without coupons, or in
unregistered form with or without coupons. In addition, all or a portion of the
Securities may be issued in temporary or definitive global form. Securities
which are book-entry Securities will be issued in registered global form.
The specific designation, aggregate principal amount, designated coin,
currency or currencies, or currency unit or units in which the principal, any
premium or any interest is payable, authorized denominations, purchase price,
maturity, interest rate (which may be fixed or variable) and time of payment of
any interest, any redemption terms or other special terms and the terms of the
offering in connection with the sale of the Securities in respect of which this
Prospectus is being delivered, together with the names of any underwriters,
dealers or agents, applicable commissions or discounts and net proceeds to the
Company from the sale thereof, are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement").
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
THE DATE OF THIS PROSPECTUS IS JANUARY 20, 1994.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH ANY OFFERING
CONTEMPLATED HEREBY OR THEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THIS
PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by
the Company with the Commission may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Office, Seven World Trade Center,
New York, New York 10048; and Chicago Office, 500 West Madison Street, 14th
Floor, Chicago, Illinois 60661. Copies of such material can also be obtained
from the Public Reference Section of the Commission, at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information concerning the Company
can be inspected at the offices of the national securities exchanges on which
the Company's Common Stock is listed: New York Stock Exchange, 20 Broad Street,
New York, New York 10005; Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois 60605; and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1992;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993; and
(c) the Company's Current Reports on Form 8-K dated January 18, 1993 and
April 12, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified and superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus, excluding exhibits. Such requests should be directed to Corporate
Communications Department, Whitman Corporation, 3501 Algonquin Road, Rolling
Meadows, Illinois 60008, telephone: (708) 818-5000.
2
<PAGE>
THE COMPANY
Whitman is a holding company which conducts its business through three
principal subsidiaries: Pepsi-Cola General Bottlers, Inc. ("Pepsi General"),
Midas International Corporation ("Midas"), and Hussmann Corporation
("Hussmann"). The Company's principal executive offices are located at 3501
Algonquin Road, Rolling Meadows, Illinois 60008, telephone: (708) 818-5000.
In 1988 the Company changed its name from IC Industries, Inc. to Whitman
Corporation and sold its aerospace and defense subsidiary (Pneumo Abex
Corporation). In 1989 the Company spun off to its shareholders its railroad
operations (Illinois Central Railroad Company). In 1991, the Company spun off
to its shareholders all of the common stock of Pet Incorporated, a specialty
foods company.
PEPSI GENERAL
Pepsi General is the largest independent Pepsi bottler in the United States.
Pepsi General packages and distributes Pepsi-Cola products, including Pepsi,
Diet Pepsi, Caffeine-Free Pepsi, Mountain Dew, Slice, Crystal Pepsi and All-
Sport, under exclusive franchises in markets in 12 states in the North-Central
United States with a population of over 24 million people. Pepsi General also
packages and sells other beverages in some markets, including 7-Up, Dr. Pepper,
Dad's Root Beer, Canada Dry, Hawaiian Punch, Ocean Spray and Lipton's Tea.
Pepsi General's franchises grant it the exclusive right to produce and sell
the products and use the related trade names and trademarks in the franchised
territories. The franchises require Pepsi General, among other things, to
purchase its concentrate requirements solely from the franchisor at prices
established by the franchisor, and to promote diligently the sale and
distribution of the franchised products. Packaging materials (bottles, bottle
caps, cans, cartons and cases) are obtained from manufacturers approved by the
franchisor and other items are purchased in the general market. The franchises
are for an indefinite term and are subject to termination upon failure to
comply with the provisions of the franchise agreement.
Products are distributed by Pepsi General to retail outlets primarily by
trucks operated by Pepsi General route salesmen. Pepsi General owns, leases or
sells the vending machines which dispense its soft drink products in factories,
offices, schools, stores, gasoline stations and other locations. Pepsi
General's facilities include five bottling plants, three canning plants, three
combination bottling/canning plants and 59 distribution warehouses.
As the result of an agreement entered into in 1987, Pepsi General is 80%
owned by Whitman and 20% owned by a subsidiary of PepsiCo, Inc. ("PepsiCo"),
which is the franchisor of Pepsi-Cola products. While Pepsi General manages all
phases of its operations, including pricing of its products, PepsiCo and Pepsi
General exchange production, marketing, and distribution information.
MIDAS
Midas operates the world's largest franchised dealer network specializing in
under-the-car services. Midas services automotive exhaust systems,
steering/suspension systems and brakes through approximately 2,500 franchised
and company-owned shops operating in 13 countries. Approximately 88% of the
shops are franchised and the remainder are company-owned.
Four domestic manufacturing plants produce nearly 1,000 different types of
mufflers which will fit nearly 96% of the cars and light trucks -- both foreign
and domestic -- on the road today in the U.S. The principal source of Midas'
revenue is derived from its network of franchised and company-owned and
operated retail shops. Midas collects an initial franchise fee and receives
yearly royalties based upon the franchisees' gross revenues. In addition, Midas
generates revenues from the sale of manufactured mufflers and tubing, and from
the resale of purchased parts (primarily brakes, shocks and front-end alignment
components) to its franchisees. Midas also sells its manufactured exhaust
system parts under other brand names to automotive parts distributors, jobbers
and automobile accessory stores and its fabricated tube-bending equipment to
jobbers and retail installers.
3
<PAGE>
Midas' warranty of mufflers, brakes and shocks is particularly important to
its marketing program. Competitors include automotive service centers of retail
chain stores, muffler shops, automotive dealers, gasoline stations and
independent repair shops.
HUSSMANN
Hussmann produces merchandising and refrigeration systems for supermarkets
and other food stores. Products include refrigerated display cases,
commercial/industrial refrigeration systems, storage coolers, bottle coolers,
walk-in coolers, and HVAC equipment. Hussmann is the market leader in North
America, and has substantial operations in the United Kingdom. Its customers
include independent and chain-owned supermarkets, other grocery stores and
convenience/specialty stores.
Hussmann operates 15 manufacturing facilities in the United States, Mexico,
Canada and the United Kingdom, and also operates a number of branch facilities
which sell, install and service Hussmann products. Hussmann products are
marketed internationally by both Hussmann sales personnel and independent
distributors.
In 1990, Hussmann began shipping the first all-new line of display cases to
be introduced in more than a decade. The Vision Line, as it is called, includes
more than 75 case varieties with new styling and more energy-efficient
refrigeration systems. The Vision Line accounted for about half of Hussmann's
case sales in 1992. In 1993, Hussmann introduced Protocol, a new CFC-free,
compact refrigeration system which is more energy efficient and less expensive
to install than conventional systems.
USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus Supplement, the
net proceeds from the sale of the Securities will be used for general corporate
purposes, including the repayment of indebtedness.
DESCRIPTION OF SECURITIES
The following description of the Securities sets forth certain general terms
and provisions to which any Prospectus Supplement may relate. The particular
terms of Securities being offered and the extent to which such general
provisions apply are described in the Prospectus Supplement relating thereto.
The Securities are to be issued under an Indenture dated as of January 15,
1993 (the "Indenture"), between the Company and The First National Bank of
Chicago, as Trustee ("Trustee"). The form of the Indenture is filed as an
exhibit to the Registration Statement. The following summary of certain
provisions of the Securities and the Indenture do not purport to be complete
and is subject to, and is qualified in its entirety by, all of the provisions
of the Indenture. Article and section references in parentheses are to the
Indenture. Wherever particular provisions (including definitions) of the
Indenture are referred to, such provisions are incorporated by reference as a
part of the statements made, and the statements are qualified in their entirety
by such reference.
GENERAL
The Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Indenture
provides that the Securities may be issued thereunder from time to time in one
or more series and does not limit the aggregate principal amount of the
Securities or of any particular series of Securities.
The Securities may be issued in fully registered form without coupons or in
unregistered form with or without coupons. The Securities may also be issued in
the form of one or more temporary or definitive global
4
<PAGE>
securities (each a "Global Security"). Registered Securities which are book-
entry securities will be issued as registered Global Securities. Unregistered
Securities may also be issued in the form of temporary or definitive Global
Securities.
The Securities may be denominated in U.S. dollars, or in any other currency
or currency unit. If any of the Securities are sold for any foreign currency or
currency unit or if principal of (and premium, if any) and interest, if any, on
any of the Securities are payable in any foreign currency or currency unit, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Securities and such foreign currency or currency
unit will be set forth in the Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement for the following terms of a
series of Securities being offered: (a) the title of such Securities; (b) the
aggregate principal amount of Securities; (c) the rate or rates (which may be
fixed or variable) at which the Securities will bear interest, if any, or the
method of determining any interest, the date or dates from which any such
interest will accrue, the date or dates on which any such interest will be
payable, and the record date for the interest payable on any interest payment
date; (d) the date or dates of maturity; (e) the period or periods within
which, the price or prices at which, and the terms and conditions upon which,
the Company may redeem the Securities; (f) the obligation, if any, of the
Company to redeem the Securities pursuant to a sinking fund or at the option of
the holder and the period or periods within which, the price or prices at
which, and the terms and conditions upon which, the Securities will be
redeemed; (g) the portion of the principal amount of the Securities due upon
acceleration of maturity in the event of a default; (h) the denominations in
which the Securities will be issuable if other than denominations of $1,000 if
registered and $5,000 if unregistered; (i) the form used to evidence ownership
of the Securities; (j) information with respect to conversion of the
Securities, if convertible; (k) the places where the principal (and premium, if
any) and interest, if any, are payable; (1) additional offices or agencies for
registration of transfer and exchange and for payment of the principal (and
premium, if any) and interest, if any; (m) whether the Securities will be
issued as registered Securities, or as unregistered Securities, including
temporary and definitive Global Securities, the depositary for any Global
Security, and the circumstances, if any, upon which such Securities may be
exchanged for Securities issued in a different form; (n) if other than U.S.
dollars, the coin, currency or currencies, or currency unit or units for which
the Securities may be purchased and in which the payment of principal of (and
premium, if any) and interest, if any, on such Securities will be made; (o) if
the Company or the holders of such Securities may elect payment in a coin,
currency or currencies, or currency unit or units other than that in which such
Securities are denominated, then the period or periods within which, and the
terms and conditions upon which, such election may be made and any provision
requiring the holders to bear currency exchange costs; (p) if the amount of any
payment on the Securities may be determined with reference to a currency,
currency unit, commodity or financial or non-financial index or indices, then
the manner in which any such amount shall be determined; (q) whether and under
what circumstances the Company will pay additional amounts to any holder of
such Securities who is not a U.S. person in respect of any tax, assessment or
governmental charge required to be withheld or deducted and, if so, whether the
Company will have the option to redeem such Securities rather than pay any
additional amounts; (r) the person to whom any interest on a registered
Security will be payable if other than as registered on the record date, the
manner in which or person to whom any interest on an unregistered Security will
be payable if other than upon surrender of the appropriate coupon and the
manner in which any interest on a Global Security will be paid; (s) whether
defeasance and discharge provisions will not apply to the Securities; and (t)
any other terms not inconsistent with the Indenture. (Section 2.01)
Unless otherwise indicated in the Prospectus Supplement, principal (and
premium, if any) and interest, if any, will be payable, and the Securities
covered thereby may be registered for transfer or exchange, at the principal
corporate trust office of the Trustee in Chicago, Illinois, provided that at
the option of the Company, payment of interest on registered Securities may be
made by check mailed to the address of the person entitled thereto as it
appears on the Security Register or by wire transfer as instructed by the
person entitled thereto. (Sections 4.01 and 4.02) No service charge will be
made for any exchange or registration of transfer of the Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge. (Section 2.06)
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<PAGE>
Unless otherwise described in a Prospectus Supplement, there are no covenants
or provisions contained in the Indenture which may afford the holders of
Securities of a series protection in the event of a highly leveraged
transaction involving the Company.
GLOBAL SECURITIES
Securities of a series may be issued in whole or in part as one or more
Global Securities that will be deposited with, or on behalf of, a depositary
identified in the Prospectus Supplement relating to such series. Global
Securities may be issued in either registered or unregistered form and in
either temporary or definitive form. (Section 2.01) The specific terms of the
depositary arrangement with respect to any Global Security of a series will be
described in the Prospectus Supplement relating to such series.
LIMITATION ON LIENS
The Indenture provides that neither the Company nor any Restricted Subsidiary
(as defined below) will issue, assume or guarantee any notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed ("Debt") secured
by a mortgage, security interest, lien, pledge or other encumbrance ("liens")
upon any Principal Property (as defined below), or on any shares of stock or
indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness are now owned or hereafter acquired), without
effectively providing that the Securities (together with, if the Company so
determines, any other indebtedness or obligation then existing or thereafter
created, ranking equally with the Securities) shall be secured equally and
ratably with (or prior to) such Debt so long as such Debt is so secured. This
restriction will not apply to (a) liens affecting property of a corporation
existing at the time it becomes a Subsidiary (as defined below) of the Company
or at the time it is merged into or consolidated with or purchased by the
Company or a Subsidiary; (b) liens existing at the time of acquisition of the
property affected thereby or purchase money liens incurred within 180 days
after acquisition of the property; (c) liens to secure the cost of construction
of new plants or facilities, incurred within 180 days of completion of
construction; (d) liens which secure indebtedness owing by a Restricted
Subsidiary to the Company or another Restricted Subsidiary; (e) liens existing
on the date of the Indenture; (f) liens in connection with the issuance of
certain pollution control or industrial revenue bonds or similar financings;
(g) certain statutory liens or similar liens arising in the ordinary course of
business; (h) certain liens in connection with legal proceedings and government
contracts and certain deposits or liens made to comply with workers'
compensation or similar legislation; (i) liens existing on property acquired by
the Company or a Restricted Subsidiary through the exercise of rights arising
out of defaults on receivables acquired in the ordinary course of business; (j)
liens for certain judgments and awards; (k) liens for certain taxes,
assessments, governmental charges or other liens of a similar nature, which do
not materially impair the use of such property in the operation of the business
of the Company or a Restricted Subsidiary or the value of such property for the
purposes of such business; and (l) certain extensions, renewals or replacements
of any liens referred to in the foregoing clauses (a) through (k). (Section
4.05) See also "Exempted Indebtedness" below.
LIMITATION ON SALE AND LEASE-BACK
The Indenture provides that neither the Company nor any Restricted Subsidiary
will enter into any sale and lease-back transaction with respect to any
Principal Property (except for temporary leases of a term, including renewals,
not exceeding five years) unless either (a) the Company or such Restricted
Subsidiary would be entitled, pursuant to the provisions of Section 4.05, to
incur Debt secured by a lien on the property to be leased without equally and
ratably securing the Securities, or (b) the Company within 180 days after the
effective date of such transaction applies to the voluntary retirement of its
funded debt an amount equal to the value of such transaction, defined as the
greater of the net proceeds of the sale of the property leased in such
transaction or the fair value, in the opinion of the Board of Directors, of the
leased property at the time such transaction was entered into. (Section 4.06)
See also "Exempted Indebtedness" below.
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<PAGE>
DEFINITIONS
The term "Principal Property" means any manufacturing plant or warehouse
owned or leased by the Company or any Subsidiary located within the United
States of America, the gross book value of which exceeds one percent of
Consolidated Net Worth (as defined below), other than manufacturing plants and
warehouses which the Board of Directors by resolution declares, together with
all other plants and warehouses previously so declared, is not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety. The term "Restricted Subsidiary" is defined to
mean any Subsidiary which owns or leases a Principal Property and substantially
all the property of which is located, or substantially all of the business of
which is carried on, within the United States of America or which is
incorporated under the laws of any state of the United States of America. The
term "Subsidiary" means any corporation at least a majority of the outstanding
securities of which having ordinary voting power to elect a majority of the
board of directors of such corporation (whether or not any other class of
securities has or might have voting power by reason of the occurrence of a
contingency) is at the time owned or controlled, directly or indirectly, by the
Company, by one or more Subsidiaries or by the Company and one or more
Subsidiaries. (Article One). The term "Consolidated Net Worth" means the excess
of assets over liabilities of the Company and its consolidated Subsidiaries,
plus Minority Interests, as determined from time to time in accordance with
generally accepted accounting principles consistently applied. The term
"Minority Interest" is defined as any shares of stock of any class of a
Subsidiary (other than directors' qualifying shares) that are not owned by the
Company or a Subsidiary. (Section 6.01)
EXEMPTED INDEBTEDNESS
Notwithstanding the foregoing limitations on liens and sale and lease-back
transactions, the Company and its Restricted Subsidiaries may issue, assume, or
guarantee Debt secured by a lien without securing the Securities, or may enter
into sale and lease-back transactions without retiring funded debt, or enter
into a combination of such transactions, if the sum of the principal amount of
all such Debt and the aggregate value of all such sale and lease-back
transactions does not at any such time exceed 10% of the consolidated total
assets of the Company and its consolidated Subsidiaries as shown in the audited
consolidated balance sheet contained in the latest annual report to the
shareholders of the Company. (Section 4.07)
DEFEASANCE
Unless otherwise provided in the applicable Prospectus Supplement, the
following defeasance provisions will apply to the Securities being offered
thereby.
Satisfaction and Discharge. The Indenture provides that, unless inapplicable
to any series of Securities, the Company will be discharged from any and all
obligations in respect of the Securities of any series (except, among other
things, for certain obligations to register the transfer or exchange of
Securities of such series, to replace stolen, lost, destroyed or mutilated
Securities of such series, to maintain paying agencies and to hold monies for
payment in trust), if the Company shall deposit with the Trustee, in trust,
money and/or Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of (and premium, if any) and each
installment of interest on the Securities of such series on the due date of
such payments in accordance with the terms of the Indenture and the Securities
of such series. Such a trust may only be established if, among other things,
the Company has delivered to the Trustee an opinion of counsel of recognized
national standing to the effect that holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit, satisfaction and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge
had not occurred. (Section 12.02(a)) The term "Government Obligations" with
respect to any series of Securities means direct noncallable obligations of the
government which issued the currency in which the Securities of that series are
denominated or noncallable obligations the payment of the principal of and
interest on which is fully guaranteed by such government and which, in either
case, are full faith and credit obligations of such government. (Article One)
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<PAGE>
Defeasance of Certain Covenants and Certain Events of Default. The Indenture
provides that, unless inapplicable to any series of Securities, the Company may
omit to comply with certain covenants in Sections 4.05 (Limitation on Liens),
4.06 (Limitation on Sale and Lease-back) and 4.07 (Exempted Indebtedness) and
Article Eleven (Consolidation, Merger, Sale, Conveyance or Lease) if the
Company shall deposit with the Trustee, in trust, money and/or Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and each installment
of interest on the Securities of such series on the due date of such payments
in accordance with the terms of the Indenture and the Securities of such
series. All obligations of the Company under the Indenture and the Securities
of such series other than with respect to the covenants referred to above and
all Events of Default other than with respect to such covenants shall remain in
full force and effect. Such a trust may only be established if, among other
things, the Company has delivered to the Trustee an opinion of counsel of
recognized national standing to the effect that the holders of the Securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain covenants and
Events of Default and will be subject to federal income tax on the same amount
and in the same manner and at the same times, as would have been the case if
such deposit and defeasance had not occurred. (Section 12.02(b))
Defeasance and Certain Other Events of Default. In the event the Company
exercises its option to omit to comply with Sections 4.05, 4.06 and 4.07 and
Article Eleven of the Indenture with respect to the Securities of any series as
described above and the Securities of such series are declared due and payable
because of the occurrence of any Event of Default other than default with
respect to Sections 4.05, 4.06 and 4.07 and Article Eleven as referred to
above, the amount of money and Government Obligations on deposit with the
Trustee will be sufficient to pay amounts payable on the Securities of such
series on their respective due dates without such acceleration, but may not be
sufficient to pay amounts due on the Securities of such series at the time of
the acceleration resulting from such Event of Default. However, the Company
would remain liable for such payments.
MERGER AND CONSOLIDATION
The Company may consolidate with, or merge into, or sell, lease or convey all
or substantially all of its assets to, any person, if, among other things, (i)
the Company is the continuing corporation or the successor is a U.S.
corporation which assumes all the obligations of the Company under the
Securities and under the Indenture and (ii) after giving effect thereto, no
Event of Default under the Indenture or no event which, after notice or lapse
of time or both, would become an Event of Default shall have occurred and be
continuing. (Section 11.01)
EVENTS OF DEFAULT
An Event of Default with respect to any series of Securities is defined as
being: default for 30 days in payment of interest, if any, on any Security of
that series; default in payment of principal (or premium, if any) on any
Security of that series as and when the same becomes due; default by the
Company in the performance of any of the other covenants in Securities of that
series or in the Indenture relating to Securities of that series which shall
not have been remedied within a period of 90 days after notice to the Company
by the Trustee or holders of at least 25% in aggregate principal amount of the
Securities of that series then outstanding; certain events of bankruptcy,
insolvency or reorganization of the Company; or acceleration of any
indebtedness for money borrowed by the Company or any Restricted Subsidiary in
excess of the greater of $30,000,000 in aggregate principal amount or 5% of the
Consolidated Net Worth of the Company. (Section 6.01) No Event of Default with
respect to the Securities of a particular series constitutes an Event of
Default with respect to any other series. Additional Events of Default may be
prescribed for the benefit of holders of certain series of Securities and
described in the Prospectus Supplement relating to such Securities. The
Indenture provides that the Trustee will notify the holders of Securities of
each series of Events of Default known to it and affecting that series within
90 days after the occurrence thereof; provided that, except in the
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<PAGE>
case of default in the payment of principal (and premium, if any) and interest,
if any, or in the making of any sinking fund payment, the Trustee will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of the holders of such
Securities. (Section 7.02)
The Indenture provides that if an Event of Default with respect to any series
of Securities shall have occurred and be continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of Securities of that
series then outstanding may declare, upon written notice, the principal amount
(or, if the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all the Securities of that series to be immediately due and payable,
but upon certain conditions such declaration may be annulled and past defaults
(except, unless theretofore cured, a default in payment of principal of (and
premium, if any) and interest, if any, on Securities of that series) may be
waived by the holders of a majority in principal amount of the Securities of
that series then outstanding. (Section 6.02)
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default with respect to any series of Securities
shall occur and be continuing, the Trustee will be under no obligation to
exercise any of the rights or powers in the Indenture at the request or
direction of any of the holders of that series, unless such holders shall have
offered to the Trustee reasonable security or indemnity. (Sections 7.01 and
7.03) The holders of a majority in principal amount of the Securities of each
series affected by an Event of Default and then outstanding have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture or exercising any trust or power
conferred on the Trustee with respect to the Securities of that series.
(Section 6.12)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in principal amount
of the Securities of each series at the time outstanding, to execute
supplemental indentures adding any provisions to, or changing in any manner or
eliminating any of the provisions of, the Indenture or any supplemental
indenture with respect to the Securities of such series; provided that no such
supplemental indenture may, among other things (a) extend the maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of any interest thereon, or reduce any premium payable upon
the redemption thereof, or change the currency in which any Security is
payable, without the consent of the holder of each Security so affected, or (b)
reduce the aforesaid majority in principal amount of the Securities of such
series, the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of all Securities of
such series. (Section 10.02)
THE TRUSTEE
The First National Bank of Chicago has lending and other customary banking
relationships with the Company.
PLAN OF DISTRIBUTION
Whitman may sell Securities to underwriters, to or through dealers, acting as
principals or as agents, or directly to other purchasers. Securities also may
be sold by underwriters directly to other purchasers or through other dealers,
which may receive compensation from the underwriters in the form of discounts,
concessions or commissions. The Prospectus Supplement with respect to
Securities being offered sets forth the terms of the offering, including the
name or names of any underwriters or agents, any discounts, commissions and
other items constituting compensation from the Company and any discounts,
concessions or commissions allowed or reallowed or paid by any underwriters to
other dealers. Underwriters, dealers and agents that participate in the
distribution of the Securities may be deemed to be underwriters and any
discounts, concessions or commissions received by them and any profit on the
resale of Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act.
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<PAGE>
The Securities may be sold from time to time in one or more transactions at a
fixed price or prices, which may be changed, at market prices prevailing at the
time of sale, at prices related to such market prices or at negotiated prices.
The place and time of delivery of Securities in respect of which this
Prospectus is delivered are set forth in the Prospectus Supplement.
If so indicated in the Prospectus Supplement, the Company has authorized
underwriters or agents to solicit offers by certain specified institutions to
purchase Securities from the Company at the offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in the Prospectus Supplement and to
the condition that the purchase of such Securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. Any commission payable for solicitation of such contracts
is set forth in the Prospectus Supplement. The underwriters and such other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
Each series of Securities to be offered will be a new issue of securities
with no established trading market. Certain underwriters to whom Securities are
sold by the Company for public offering and sale may make a market in such
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Securities.
Underwriters and agents may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act. Such underwriters
and agents may be customers of, engage in transactions with, or perform
services for the Company in the ordinary course of business.
LEGAL OPINIONS
Unless otherwise indicated in the Prospectus Supplement, certain legal
matters in connection with the Securities offered hereby will be passed upon
for the Company by William B. Moore, Vice President, Secretary and General
Counsel of the Company, and by Sidley & Austin, Chicago, Illinois, and for any
underwriters or agents by Kirkland & Ellis, Chicago, Illinois. Mr. Moore is an
officer and full-time employee of the Company and owns, and holds options to
purchase, shares of its common stock.
EXPERTS
The consolidated financial statements incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1992 have been so incorporated in reliance on the reports of KPMG Peat Marwick,
independent certified public accountants, given upon the authority of said firm
as experts in accounting and auditing.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCOR-
PORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CON-
NECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OF-
FER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Selected Financial Information............................................. S-2
1993 Operating Results..................................................... S-3
Ratios of Earnings to Fixed Charges........................................ S-3
Description of the Notes................................................... S-4
Underwriting............................................................... S-6
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 4
Description of Securities.................................................. 4
Plan of Distribution....................................................... 9
Legal Opinions............................................................. 10
Experts.................................................................... 10
</TABLE>
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$100,000,000
WHITMAN CORPORATION
6 1/2% NOTES
DUE FEBRUARY 1, 2006
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
CS FIRST BOSTON CORPORATION
JANUARY 20, 1994
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