SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
WHITMAN CORPORATION
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported):
February 5, 1999
Delaware
(State or other jurisdiction of incorporation)
001-4710 36-6076573
(Commission File No.) (IRS Employer Identification No.)
3501 Algonquin Road 60008
Rolling Meadows, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(847) 818-5000
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Item 5. OTHER EVENTS.
On February 5, 1999, Whitman Corporation and PepsiCo, Inc.
entered into an agreement in the form filed herewith as Exhibit 99.1 and
the form of such agreement is hereby incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Form of Letter Agreement, dated February 5, 1999, between
Whitman Corporation and PepsiCo, Inc.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: February 5, 1999
WHITMAN CORPORATION
By: /s/ WILLIAM B. MOORE
--------------------------------
Name: William B. Moore
Title: Senior Vice President,Secretary
and General Counsel
2
<PAGE>
EXHIBIT LIST
No.
99.1 Form of Letter Agreement, dated February 5, 1999, between
Whitman Corporation and PepsiCo, Inc.
3
WHITMAN CORPORATION
3501 Algonquin Road
Rolling Meadows, Illinois 60008
February 5, 1999
Robert F. Sharpe, Jr.
General Counsel
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Dear Mr. Sharpe:
By your signature in the space provided below, please indicate
the agreement and consent of PepsiCo, Inc. ("PepsiCo") to the purchase of
shares of common stock of Whitman Corporation ("Whitman") by Whitman
beginning on the date hereof in accordance with Rule 10b-18 under the
Securities Exchange Act of 1934. Whitman and PepsiCo further agree that any
shares of Whitman so purchased will reduce the number of shares to be
repurchased by Heartland Territories Holdings, Inc. ("Merger Sub") pursuant
to Section 7.14 of the Contribution and Merger Agreement, dated as of January
25, 1999, among PepsiCo, Whitman and Merger Sub.
Very truly yours,
WHITMAN CORPORATION
By:_____________________
Accepted and agreed:
PEPSICO, INC.
By:_____________________
cc: Cravath, Swaine & Moore
Wachtell, Lipton, Rosen & Katz
