As filed with the Securities and Exchange Commission on August 25, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WHITMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-6076573
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2086
(Primary Standard Industrial Classification Code Number)
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)
Copy to:
Jim L. Kaput
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following the box. / /
CALCULATION OF REGISTRATION FEE
Title
of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
---------- ------------- --------- --------- ------------
Common Stock
(without par
value) 800,000 shares $19.75 $15,800,000 $5,449
Preferred Share
Purchase Rights (3) (3) (3) (3)
(1) Also registered hereby are such additional and indeterminable
number of shares as may become issuable due to adjustments for
changes resulting from stock dividends, stock splits and similar
changes.
(2) Estimated solely for the purpose of calculating the registration
fee, based upon the average of the high and low sale prices of the
Common Stock, without par value, of Whitman Corporation, as
reported for New York Stock Exchange Composite Transactions on
August 21, 1995, pursuant to Rule 457(c) under the Securities Act
of 1933.
(3) Preferred Share Purchase Rights initially are carried and traded
with the Common Stock of the Company. Value attributable to such
rights, if any, is reflected in the market price of the Common
Stock.
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 the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
WHITMAN CORPORATION
CROSS-REFERENCE SHEET
BETWEEN
ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS
Form S-4 Item Number and Caption Location in Prospectus
A. Information About the Transaction
1. Forepart of Registration Statement
and Outside Front Cover of
Prospectus Facing Page; Cross-Reference
Sheet; Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front Cover Page of
Prospectus; Available
Information; Incorporation of
Certain Documents by Reference
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information Incorporation of Certain
Documents by Reference; The
Company; Selected Consolidated
Financial Data
4. Terms of the Transaction *
5. Pro Forma Financial Information *
6. Material Contracts with the
Company Being Acquired *
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to Be Underwriters *
8. Interests of Named Experts and
Counsel Legal Matters; Experts
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities *
B. Information About the Registrant
10. Information with Respect to
S-3 Registrants The Company
11. Incorporation of Certain
Information by Reference Incorporation of Certain
Documents by Reference
12. Information with Respect to
S-2 or S-3 Registrants *
13. Incorporation of Certain
Information by Reference *
14. Information with Respect to
Registrants Other Than S-3
or S-2 Registrants *
C. Information About the Company Being
Acquired
15. Information with Respect to
S-3 Companies *
16. Information with Respect to S-2
or S-3 Companies *
17. Information with Respect to
Companies Other Than S-2 or
S-3 Companies *
D. Voting and Management Information
18. Information If Proxies, Consents or
Authorizations Are to Be Solicited *
19. Information If Proxies, Consents or
Authorizations Are Not to be
Solicited or in an Exchange Offer *
* Omitted since the answer is negative or the Item is not applicable
upon the date of filing of this Registration Statement. The
Registrant may be required to provide information (or further
information) in response to one or more of such Items under certain
circumstances by means of a post-effective amendment to this
Registration Statement or supplement to the prospectus contained
herein.
SUBJECT TO COMPLETION
DATED AUGUST 25, 1995
PROSPECTUS
800,000 SHARES
WHITMAN CORPORATION
COMMON STOCK
This Prospectus relates to 800,000 shares of common stock, without
par value (the "Common Stock"), which may be offered and issued by Whitman
Corporation ("Whitman" or the "Company") from time to time in connection
with the acquisition of businesses or properties. The consideration for
such acquisitions will consist of shares of Common Stock, cash, notes or
other evidence of indebtedness, guarantees, assumption of liabilities or a
combination thereof, as determined from time to time by negotiations
between the Company's representatives and the owners or controlling persons
of the businesses or properties to be acquired. In addition, the Company
may lease property from and enter into employment, management or consulting
agreements and non-competition agreements with the former owners and key
executive personnel of the businesses or properties to be acquired.
It is anticipated that shares of Common Stock issued in any such
acquisition will be valued at a price reasonably related to the current
market value of the Common Stock, either at the time the terms of the
acquisition are tentatively agreed upon, at or about the time of the
closing of such acquisition, or during the period or periods prior to
delivery of the shares.
The Company's Common Stock is listed and traded on the New York,
Chicago and Pacific Stock Exchanges.
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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 August , 1995.
The Company does not expect to pay any underwriting discounts or
commissions in connection with the offering or issuance of shares of Common
Stock covered by this Prospectus.
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 "Exchange 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 form 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 also be inspected at the offices of the national securities
exchanges on which the 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 by Whitman with the Commission under
the Exchange Act are incorporated by reference in this Prospectus and shall
be deemed to be a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995; and
(c) the descriptions of the Company's Common Stock and Preferred
Share Purchase Rights contained in registration statements
filed under the Exchange Act, including any amendments or
reports filed for the purpose of updating such descriptions.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange 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. All information appearing in this Prospectus is qualified in
its entirety by the information and financial statements (including notes
thereto) appearing in the documents incorporated herein by reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS THERETO) ARE AVAILABLE UPON REQUEST WITHOUT CHARGE TO EACH PERSON
TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON FROM CORPORATE COMMUNICATIONS DEPARTMENT, WHITMAN CORPORATION, 3501
ALGONQUIN ROAD, ROLLING MEADOWS, ILLINOIS 60008, TELEPHONE: (708) 818-5000.
IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE
MADE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH A FINAL
INVESTMENT DECISION IS TO BE MADE.
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 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 warehouse 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 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 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. The joint venture began production of cases
designed by Hussmann in May, 1995.
THE OFFERING
The securities of the Company which may be offered from time to
time by this Prospectus consist of up to 800,000 shares of Common Stock
which the Company proposes to issue in connection with the acquisition of
businesses or properties. The Common Stock to be issued hereunder will be
freely transferable under the Securities Act, except for shares of Common
Stock issued in connection with an acquisition to any person deemed to be
an affiliate of an acquired business or property for purposes of Rule 145
under the Securities Act at the time of any such acquisition.
Generally, such affiliates may not sell their shares of Common
Stock acquired in connection with an acquisition except pursuant to an
effective registration statement under the Securities Act covering such
shares or in compliance with Rule 145 under the Securities Act or another
applicable exemption from the registration requirements of the Securities
Act.
The shares of Common Stock that may be offered by this Prospectus
will ordinarily be issued as consideration paid by the Company upon the
acquisition of one or more businesses or properties. The consideration for
acquisitions will consist of shares of Common Stock, cash, notes or other
evidence of indebtedness, guarantees, assumption of liabilities or a
combination thereof, as determined from time to time by negotiations
between the Company and the owners or controlling persons of the businesses
or properties to be acquired. In addition, the Company may lease property
from and enter into employment, management or consulting agreements and
non-competition agreements with the former owners and key executive
personnel of the businesses or properties to be acquired.
It is anticipated that shares of Common Stock issued in any such
acquisition will be valued at a price reasonably related to the current
market value of the Common Stock, either at the time the terms of the
acquisition are tentatively agreed upon, at or about the time of the
closing of such acquisition, or during the period or periods prior to
delivery of the shares. Other than the businesses or properties acquired,
there will be no proceeds to the Company from such transactions.
SELECTED CONSOLIDATED FINANCIAL DATA
The following is a summary of certain financial information of the
Company and its consolidated subsidiaries and is qualified in its entirety
by, and should be read in conjunction with, the detailed information and
consolidated financial statements, including notes thereto, management's
discussion and analysis and the auditor's report incorporated herein by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, and the financial statements, notes thereto and
management's discussion and analysis incorporated herein by reference to
the Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995 and June 30, 1995. This information has been derived from
consolidated financial statements of the Company which, except for the
interim periods, have been audited and reported upon by KPMG Peat Marwick
LLP, Independent Auditors. The unaudited consolidated interim period
financial statements include, in the opinion of the Company's management,
all adjustments necessary to present fairly the data for such periods. The
results of operations for interim periods are not necessarily indicative of
results to be achieved for full fiscal years.
<TABLE>
Six Months Ended
June 30, Year Ended December 31,
------------------- -------------------------------------------------
<CAPTION>
1995 1994 1994(2) 1993 1992 1991 1990(7)
-------- -------- -------- -------- -------- -------- --------
(In millions, except per share amounts)
OPERATING RESULTS:
------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales and Revenues $1,329.1 $,1220.4 $2,658.8 $2,529.7 $2,388.0 $2,393.3 $2,305.0
Operating Income before Restructuring
Charges 143.9 136.7 326.8 305.3 274.4 271.8 232.4
Restructuring Charges -- -- -- -- -- -- 170.8
Operating Income 143.9 136.7 326.8 305.3 274.4 271.8 61.6
Income (Loss) from Continuing Operations
before Income Taxes 103.3 91.7 212.7 212.2 170.6 161.7 (39.0)
Income (Loss) from Continuing Operations 52.0 45.6 106.4 106.4 92.1 80.4 (31.3)
Net Income (Loss) Applicable to
Common Stock 52.0 45.6 103.2 78.2 59.8 97.6 (19.3)
PER SHARE DATA:
---------------
Income (Loss) from Continuing Operations $ 0.49 $ 0.43 $ 1.00 $ 0.99 $ 0.86 $ 0.76 $ (0.68)
Income (Loss) from Discontinued
Operations(1)(3)(6) -- -- (0.03) -- (0.30) 0.16 0.49
Extraordinary Loss from Early Retirement
of Debt(4) -- -- -- (0.04) -- -- --
Cumulative Effect of Change in
Accounting Principle(5) -- -- -- (0.22) -- -- --
Net Income (Loss) $ 0.49 $ 0.43 $ 0.97 $ 0.73 $ 0.56 $ 0.92 $ (0.19)
Book Value per Common Share 5.37 4.71 5.26 4.83 4.47 4.32 8.29
Cash Dividends per Common Share $ 0.18 $ 0.16 $ 0.33 $ 0.29 $ 0.255 $ 0.445 $ 1.05
BALANCE SHEET DATA:
-------------------
Total Assets $2,297.0 $2,090.8 $2,135.4 $2,103.2 $2,062.8 $2,123.0 $3,347.3
Long-Term Debt 868.7 737.9 723.0 749.3 791.8 895.9 1,643.4
Total Debt 915.6 827.9 813.0 839.3 900.5 1,006.1 1,687.5
Total Shareholders' Equity(6) 562.3 495.0 552.6 517.0 478.5 461.9 854.0
</TABLE>
(1) In 1994, the Company recorded a $3.2 million after-tax charge to
discontinued operations. This charge was a result of an on-going
evaluation of the Company's potential liabilities for environmental
claims which principally related to previously sold subsidiaries. As
a result of additional claims, additional information and experience
concerning possible remediation costs, as well as continuing legal,
consulting and other related expenses, the Company provided $46.8
million ($29.9 million after taxes) for additional estimated expenses
relating to these potential environmental liabilities. The charge
also reflected settlement of the Company's income tax audits for the
years 1980-1987 with the Internal Revenue Service ("IRS"), which
included some large potential claims for issues related to previously
discontinued operations. As a result of these settlements, the
Company has restored to income amounts of tax accruals no longer
deemed necessary.
(2) In 1994, the Company also adjusted its investment in Northfield to
reflect the then current market value. The market value of the
Northfield investment, based upon quoted market prices at that time,
was lower than the purchase cost by $24.2 million. This unrealized
loss, after reflecting deferred tax benefits of $8.7 million, resulted
in a non-cash charge to income of $15.5 million, or $0.15 per share.
(3) In 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 food-service equipment operations.
Provisions for the lawsuit and related expenses (after taxes), along
with additional income taxes and other expenses associated with
previously discontinued operations were reflected in 1992 as part of
discontinued operations.
(4) During 1993, the Company also 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 was
reported separately as an Extraordinary Loss 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.
(5) Also in 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 1993. Adoption of
Statement No. 109 did not have a significant effect on the Company's
financial statements or results of operations. The 1993 increase in
Federal tax rates, with its retroactive application to January 1993,
did not have a material effect upon net income for the year.
(6) In 1991, the Company distributed the common stock of its Pet
Incorporated subsidiary to the shareholders of the Company resulting
in a common stock dividend declaration of $514.8 million. The
Company's financial statements were adjusted as of March 31, 1991, to
reflect the results of Pet Incorporated in discontinued operations.
(7) In 1990, the Company announced a restructuring program designed to
reduce costs, improve operating efficiencies and increase shareholder
value. The program included, among other items, severance or early
retirement of employees, acceleration of certain employee benefit
programs, and the consolidation and elimination of certain production
and other facilities. The restructuring program resulted in an after-
tax charge of $105.4 million ($1.03 a share) and $44.0 million ($0.42
a share) to continuing and discontinued operations, respectively.
DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 262,500,000 shares,
without par value, of which 2,500,000 shares are of a class designated as
First Preferred Stock, 10,000,000 shares are of a class designated as
Second Preferred Stock and 250,000,000 shares are of a class designated as
Common Stock. Each share of Common Stock has attached to it one Preferred
Share Purchase Right. The following description of the Common Stock, the
Preferred Stock and Preferred Share Purchase Rights is qualified in its
entirety by reference to the more complete description incorporated herein
by reference and to the applicable provisions of the Delaware General
Corporation Law.
COMMON STOCK
All outstanding shares of Common Stock are, and the shares offered
hereby will be, fully paid and nonassessable. The holders of Common Stock
are entitled to one vote for each share held of record on all matters voted
upon by the stockholders and may not cumulate votes. Thus, the owners of a
majority of the Common Stock outstanding may elect all of the directors if
they choose to do so, and the owners of the balance of such shares would
not be able to elect any directors. Subject to the rights of holders of
any Preferred Stock which may be issued in the future, each share of
outstanding Common Stock is entitled to participate equally in any
distribution of net assets made to the shareholders in liquidation,
dissolution or winding up of the Company and is entitled to participate
equally in dividends as and when declared by the Board of Directors. There
are no redemption, sinking fund, conversion or preemptive rights with
respect to the shares of Common Stock. All shares of Common Stock have
equal rights and preferences.
As of July 31, 1995, there were issued and outstanding 104,837,336
shares of the Company's Common Stock.
PREFERRED STOCK
The Board of Directors may from time to time issue the First Preferred
Stock or Second Preferred Stock with such dividend, redemption, conversion,
liquidation, sinking fund, voting rights and other provisions as may be
permitted by law or the Company's Certificate of Incorporation. In
January, 1989, in conjunction with its adoption of the Shareholder Rights
Plan referred to below, the Board of Directors adopted a resolution
creating a series of 2,500,000 shares of Second Preferred Stock designated
as Junior Participating Second Preferred Stock (Series 1).
As of July 31, 1995, none of the First Preferred Stock or Second
Preferred Stock was issued and outstanding.
PREFERRED SHARE PURCHASE RIGHTS
In 1989, the Board of Directors adopted a Shareholder Rights Plan and
declared a dividend of one Preferred Share Purchase Right (a "Right") for
each outstanding share of Common Stock. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Junior
Participating Second Preferred Stock (Series 1), without par value, of the
Company at a price of $120 per one one-hundredth of a share of such Second
Preferred Stock, subject to adjustment. The Rights will become exercisable
if an Acquiring Person (as defined in the Shareholder Rights Plan) buys 15
percent or more of the Common Stock. In addition, if an Acquiring Person
buys 15 percent or more of the Common Stock, each Right will entitle its
holder (other than that buyer) to purchase a number of shares of the Common
Stock having a market value of twice the Right's $120 exercise price. If
the Company is acquired in a merger, each Right will entitle its holder to
purchase a number of the acquiring company's common shares having a market
value at the time of twice the Right's exercise price.
Prior to the acquisition of 15 percent or more of the Common Stock,
the Rights can be redeemed by the Board of Directors for one cent per
Right. The Company's Board of Directors also is authorized to reduce the
threshold to 10 percent or increase it to not more than 20 percent. The
Rights do not have voting or dividend rights, and until they become
exercisable, have no dilutive effect on the per-share earnings of the
Company. The Rights will expire on January 30, 1999.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon
for the Company by William B. Moore, Vice President, Secretary and General
Counsel of the Company. Mr. Moore is an officer and full-time employee of
the Company and owns, and holds options to purchase, shares of 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.
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 WHITMAN
made, such information or CORPORATION
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 PROSPECTUS
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 Common Stock
Company since the date hereof or (without par value)
thereof, or that the information -------------
contained or incorporated by
reference herein or therein is
correct as of any time subsequent
to its date.
TABLE OF CONTENTS
-----------------
Available Information
Incorporation of Certain
Documents by Reference August , 1995
The Company
The Offering
Selected Consolidated
Financial Data
Description of Securities
Legal Matters
Experts
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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.
Item 21. Exhibits and Financial Statement Schedules.
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.
Exhibit
Number Description
------- -----------
*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, Annual
Report on Form 10-K for the year ended December 31, 1992,
Exhibit 4(a))
5 Opinion of William B. Moore, Esq.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of William B. Moore, Esq. (included in Exhibit 5)
24 Powers of Attorney
Item 22. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant'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.
(c) The undersigned registrant hereby undertakes as follows: that prior
to any public offering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other Items of the applicable form.
(d) The undersigned registrant undertakes that every prospectus (1) that
is filed pursuant to the immediately preceding paragraph or (2) that
purports to meet the requirements of Section 10(a)(3) of the
Securities Act and is used in connection with the offering of
securities subject to Rule 415, except to the extent permitted to be
filed as a prospectus supplement, will be filed as a part of an
amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant 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 regis-
trant 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.
(f) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business
day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to
the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject
of and included in the registration statement when it became
effective, except where the transaction in which the securities being
offered pursuant to this registration statement would itself qualify
for an exemption from Section 5 of the Securities Act, absent the
existence of other similar (prior or subsequent) transactions.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing this Registration
Statement on Form S-4 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rolling Meadows, State of Illinois, on this 25th day of August,
1995.
WHITMAN CORPORATION
By: /s/ William B. Moore
-------------------------------------
William B. Moore
Vice President, Secretary and General
Counsel
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 25, 1995.
Signature Title
*
-------------------------- Chairman and Chief Executive
Bruce S. Chelberg Officer and Director
* Executive Vice President
-------------------------- (Principal Financial Officer)
Thomas L. Bindley
* Senior Vice President-Controller
-------------------------- (Principal Accounting Officer)
Frank T. Westover
* Director
--------------------------
Richard G. Cline
Director
--------------------------
James W. Cozad
* Director
--------------------------
Pierre S. du Pont
* Director
--------------------------
Archie R. Dykes
* Director
--------------------------
Helen Galland
* Director
--------------------------
Jarobin Gilbert, Jr.
* Director
--------------------------
Victoria B. Jackson
* Director
--------------------------
Donald P. Jacobs
* Director
--------------------------
Charles S. Locke
*By: /s/ William B. Moore
---------------------
William B. Moore
Attorney-in-Fact
INDEX TO 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.
Exhibit
Number Description
------- -----------
*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, Annual
Report on Form 10-K for the year ended December 31, 1992,
Exhibit 4(a))
5 Opinion of William B. Moore, Esq.
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of William B. Moore, Esq. (included in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
WHITMAN CORPORATION
3501 Algonquin Road
Rolling Meadows, Illinois 60008
(708) 818-5000
August 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Whitman Corporation - Registration of 800,000 Shares
of Common Stock
Gentlemen:
This refers to the Registration Statement on Form S-4
(the "Registration Statement"), covering 800,000 shares of Common
Stock, without par value (the "Common Stock"), of Whitman
Corporation, a Delaware corporation (the "Company"). Such shares
may be offered and issued by the Company from time to time in
connection with the acquisition of businesses or properties.
I have examined and am familiar with the Registration
Statement and the Prospectus therein contained, the Company's
Certificate of Incorporation and By-Laws, in each case as amended
to date, and resolutions adopted by the Board of Directors of the
Company relating to the shares of the Company's Common Stock
covered by the Registration Statement. I have also examined such
other documents, corporate records and instruments as I have
deemed necessary for the purposes of this opinion.
Based upon the foregoing, it is my opinion that the
shares of Common Stock being registered, (i) when authorized for
issuance or disposition by the Board of Directors of the Company
or the Executive Committee thereof, and (ii) when delivered as
contemplated by the Prospectus included in the Registration
Statement for the consideration therein set forth, will be
legally and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Sincerely,
/s/ William B. Moore
-----------------------------
William B. Moore
Vice President, Secretary and
General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of Whitman Corporation:
We consent to incorporation by reference in this
Registration Statement on Form S-4 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 on 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.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
August 25, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Bruce S. Chelberg
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Thomas L. Bindley
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Frank T. Westover
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Richard G. Cline
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Pierre S. Du Pont
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Archie R. Dykes
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 22nd day of August, 1995.
/s/ Helen Galland
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Jarobin Gilbert, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Victoria B. Jackson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Donald P. Jacobs
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or Officer of WHITMAN CORPORATION, a Delaware
corporation (the "Company"), which intends to file with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on
Form S-4 for the registration of 800,000 shares of the Company's
Common Stock, hereby constitutes and appoints THOMAS L. BINDLEY,
WILLIAM B. MOORE AND FRANK T. WESTOVER, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto (including post-
effective amendments), and to file such Registration Statement
and amendments, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal this 21st day of August, 1995.
/s/ Charles S. Locke
