<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1995
REGISTRATION NO. 33-58209
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WHITMAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-6076573
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3501 ALGONQUIN ROAD
ROLLING MEADOWS, ILLINOIS 60008
(708) 818-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
WILLIAM B. MOORE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
WHITMAN CORPORATION
3501 ALGONQUIN ROAD
ROLLING MEADOWS, ILLINOIS 60008
(708) 818-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JIM L. KAPUT H. KURT VON MOLTKE
SIDLEY & AUSTIN KIRKLAND & ELLIS
ONE FIRST NATIONAL PLAZA 200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60601
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APPROXIMATE DATE OF COMMENCEMENT OF SALE TO PUBLIC: From time to time after
the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS DATED MAY 19, 1995
SUBJECT TO COMPLETION
PROSPECTUS
LOGO
WHITMAN CORPORATION
$313,000,000
DEBT SECURITIES
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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 $313,000,000 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.
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THE DATE OF THIS PROSPECTUS IS , 1995.
<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: Northeast Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048; and Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. 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 Company's Annual Report on Form 10-K for the year ended December 31,
1994, and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, each of which is filed with the Commission, are incorporated by
reference in this Prospectus.
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.
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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, Caffeine Free Diet Pepsi, Wild Cherry Pepsi,
Mountain Dew, Diet Mountain Dew, Slice and All Sport, under exclusive
franchises in markets in 12 states in the North-Central United States with a
population of approximately 25 million people. Pepsi General also packages and
sells other beverages in some markets, including Seven-Up, Dr Pepper, Dad's
Root Beer, A & W 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 also 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 six bottling plants, three canning plants,
three combination bottling/canning plants and more than 60 warehouses and
distribution facilities.
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.
In 1994, PepsiCo granted Pepsi General a franchise for the distribution of
Pepsi-Cola products in the western and northern areas of Poland for an initial
term of 15 years. Pepsi General anticipates an investment of as much as $100
million over the next 5-8 years in Poland, and expects to incur losses in
Poland over the next two to three years as this new venture is developed. Such
losses are not expected to be material to the operating results of the Company
during any such year.
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 2,575 franchised
and company-owned shops operating in 14 countries. Approximately 87% of the
shops are franchised and the remainder are company-owned.
Four domestic manufacturing plants produce nearly 1,800 different types of
mufflers and more than 2,700 types of exhaust and tail pipes which will fit
nearly 96% of the cars and light trucks -- both foreign
3
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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.
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 heating, ventilating and air conditioning 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 17 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 December, 1994, Hussmann established a joint venture in China with Luoyang
Refrigeration Machinery Factory to produce refrigeration systems and food
display cases. Hussmann has a 55% interest in the joint venture, and will
initially invest $5.5 million for state-of-the-art production systems in China.
It is expected that the joint venture will begin production of cases designed
by Hussmann in the spring of 1995.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31 YEARS ENDED DECEMBER 31
------------- ------------------------
1995 1994 1994 1993 1992 1991 1990
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1).......................... 2.5x 2.0x 3.6x 3.0x 2.6x 2.2x 0.8x(2)
</TABLE>
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(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.
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.
4
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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 Indenture is filed as an exhibit to the
Registration Statement. The following summary of certain provisions of the
Securities and the Indenture 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 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
5
<PAGE>
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)
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
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<PAGE>
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.
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)
7
<PAGE>
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)
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, CONSOLIDATION AND SALE OF ASSETS
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
8
<PAGE>
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) With respect to the sale of assets referred to in
the foregoing sentence, the phrase "all or substantially all" as used in the
Indenture varies according to the facts and circumstances of the subject
transaction, has no clearly established meaning under Illinois law (which
governs the Indenture) and is subject to judicial interpretation. Accordingly,
in certain circumstances there may be a degree of uncertainty in ascertaining
whether a particular transaction would involve a disposition of all or
substantially all of the Company's assets and therefore it may be unclear
whether such a disposition has occurred.
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 with protection in the event of a highly leveraged
transaction involving the Company. Accordingly, the Company could in the future
enter into transactions that could increase the amount of Debt outstanding at
that time or otherwise affect the Company's capital structure or credit rating.
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 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)
9
<PAGE>
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 (the "Trustee") has lending and other
customary banking relationships with the Company. First Chicago Capital
Markets, Inc., an affiliate of the Trustee, has from time to time acted as a
selling agent in the distribution of the Company's debt securities.
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.
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.
10
<PAGE>
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,
1994 have been so incorporated in reliance on the report of KPMG Peat Marwick
LLP, independent certified public accountants, given upon the authority of said
firm as experts in accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the issuance and distribution of
the securities (other than underwriting discounts and commissions) being
registered, all of which will be paid by the Company:
<TABLE>
<S> <C>
SEC registration fee............................................ $103,448
Printing and engraving.......................................... 35,000
Trustee's fees and expenses..................................... 6,000
Legal fees and expenses......................................... 60,000
Accounting fees and expenses.................................... 30,000
Blue Sky fees and expenses...................................... 28,000
Rating Agency fees.............................................. 150,000
Miscellaneous................................................... 10,000
--------
Total....................................................... $422,448
========
</TABLE>
All of the above amounts, other than the SEC registration fee, are estimated.
ITEM 15. 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.
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 indemnified or indemnifiable under the By-laws. The
primary coverage is provided by a Directors and Officers Liability Insurance
Policy in customary form having a three-year term. Certain excess coverage is
provided by other carriers under policies providing for annual renewals. The
coverage also applies to directors and officers of subsidiaries of the Company
of which the Company has majority ownership. No deductibles or retentions apply
to individual directors or officers.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following documents are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated herein by
reference to the file number indicated. Documents indicated by a sharp sign (#)
have been filed previously as an exhibit hereto.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S> <C>
#1(a) Form of Underwriting Agreement.
#1(b) Form of Distribution Agreement.
*4 Indenture dated as of January 15, 1993 between Whitman
Corporation and The First National Bank of Chicago,
Trustee (incorporated by reference to File No. 1-4710, An-
nual Report on Form 10-K for the year ended December 31,
1992, Exhibit (4)a).
#5 Opinion of Sidley & Austin.
*12 Statement of Calculation of Ratio of Earnings to Fixed
Charges (incorporated by reference to File No. 1-4710,
Quarterly Report on Form 10-Q for the quarter ended March
31, 1995, Exhibit 12).
23(a) Consent of KPMG Peat Marwick LLP.
#23(b) Consent of Sidley & Austin (included in Exhibit 5).
#24 Powers of Attorney.
#25 Statement of Eligibility and Qualification on Form T-1 of
The First National Bank of Chicago, as Trustee under the
Indenture pursuant to which the Debt Securities
registered hereunder are to be issued.
</TABLE>
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
II-2
<PAGE>
(4) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
In addition, the Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, WHITMAN
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING AMENDMENT NO. 2 TO THE REGISTRATION
STATEMENT ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
ROLLING MEADOWS, STATE OF ILLINOIS, ON MAY 19, 1995.
WHITMAN CORPORATION
/s/ William B. Moore
By: _________________________________
William B. Moore
Vice President, Secretary and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON
MAY 19, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- -------------------------------------------
Bruce S. Chelberg Chairman and Chief Executive Officer and
Director
*
- -------------------------------------------
Thomas L. Bindley Executive Vice President (Principal
Financial Officer)
*
- -------------------------------------------
Frank T. Westover Senior Vice President-Controller (Principal
Accounting Officer)
*
- -------------------------------------------
Richard G. Cline Director
- -------------------------------------------
James W. Cozad Director
- -------------------------------------------
Pierre S. du Pont Director
*
- -------------------------------------------
Archie R. Dykes Director
*
- -------------------------------------------
Helen Galland Director
*
- -------------------------------------------
Jarobin Gilbert, Jr. Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- -------------------------------------------
Victoria B. Jackson Director
- -------------------------------------------
Donald P. Jacobs Director
*
- -------------------------------------------
Charles S. Locke Director
</TABLE>
/s/ William B. Moore
*By: ________________________________
William B. Moore
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated herein by
reference. Documents indicated by an asterisk (*) are incorporated herein by
reference to the file number indicated. Documents indicated by a sharp sign (#)
have been filed previously as an exhibit hereto.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
#1(a) Form of Underwriting Agreement.
#1(b) Form of Distribution Agreement.
*4 Indenture dated as of January 15, 1993 between Whitman Corpora-
tion and The First National Bank of Chicago, Trustee (incorpo-
rated by reference to File No. 1-4710, Annual Report on Form 10-
K for the year ended December 31, 1992, Exhibit (4)a).
#5 Opinion of Sidley & Austin.
*12 Statement of Calculation of Ratio of Earnings to Fixed Charges
(incorporated by reference to File No. 1-4710, Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995, Exhibit 12).
23(a) Consent of KPMG Peat Marwick LLP.
#23(b) Consent of Sidley & Austin (included in Exhibit 5).
#24 Powers of Attorney.
#25 Statement of Eligibility and Qualification on Form T-1 of The
First National Bank of Chicago, as Trustee under the Indenture
pursuant to which the Debt Securities registered hereunder are
to be issued.
</TABLE>
<PAGE>
EXHIBIT 23(A)
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors of Whitman Corporation:
We consent to incorporation by reference in this Registration Statement on
Form S-3 of Whitman Corporation of our report dated January 16, 1995, relating
to the consolidated balance sheets of Whitman Corporation and Subsidiaries as
of December 31, 1994 and 1993 and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1994, which report appears in the December
31, 1994, annual report on Form 10-K of Whitman Corporation and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Chicago, Illinois
May 19, 1995
