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As filed with the Securities and Exchange Commission on April 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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 number)
3501 Algonquin Road
Rolling Meadows, Illinois 60008
(847) 818-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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William B. Moore
Senior Vice President, Secretary and General Counsel
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois 60008
(847) 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 proposed sale to the public: From time
to time after this registration statement becomes effective.
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-16355
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of Additional maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per unit (1) offering price registration fee
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $12,000,000 100% $12,000,000 $3,336
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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EXPLANATORY STATEMENT
This registration statement on Form S-3 is being filed pursuant to Rule
462(b) and General Instruction IV to Form S-3, both promulgated under the
Securities Act of 1933, as amended, to register an additional $12,000,000
aggregate principal amount of debt securities of Whitman Corporation. The
contents of the registration statement on Form S-3 (Registration No. 333-16355),
which registration statement was previously filed with the Securities and
Exchange Commission on November 19, 1996, are incorporated by reference into
this registration statement.
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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 on Form S-3 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 April 22,
1999.
WHITMAN CORPORATION
By: /s/ Martin M. Ellen
_______________________
Martin M. Ellen
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bruce S. Chelberg Chairman and Chief Executive Officer April 22, 1999
- - ----------------------- Director (principal executive officer)
Bruce S. Chelberg
/s/ Martin M. Ellen Senior Vice President and Chief April 22, 1999
- - ----------------------- Financial Officer (principal
Martin M. Ellen financial and accounting officer)
Director April 22, 1999
- - -----------------------
Herbert M. Baum
/s/ Richard G. Cline Director April 22, 1999
- - -----------------------
Richard G. Cline
/s/ Pierre S. du Pont Director April 22, 1999
- - -----------------------
Pierre S. du Pont
/s/ Archie R. Dykes Director April 22, 1999
- - -----------------------
Archie R. Dykes
/s/ Charles W. Gaillard Director April 22, 1999
- - -----------------------
Charles W. Gaillard
/s/ Jarobin Gilbert, Jr. Director April 22, 1999
- - -----------------------
Jarobin Gilbert, Jr.
Director April 22, 1999
- - -----------------------
Victoria B. Jackson
/s/ Charles S. Locke Director April 22, 1999
- - -----------------------
Charles S. Locke
</TABLE>
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EXHIBIT INDEX
Exhibit
Number
- - ------
5 Opinion of Sidley & Austin
23.1 Consent of KPMG LLP (New York)
23.2 Consent of KPMG LLP (Chicago)
23.3 Consent of Sidley & Austin (included in Exhibit 5)
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Exhibit 5
[Letterhead of Sidley & Austin]
April 22, 1999
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois 60008
Re: Whitman Corporation
$12,000,000 Principal Amount of Debt Securities
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Whitman Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of $12,000,000 aggregate
principal amount of the Company's debt securities (the "New Debt Securities").
The New Debt Securities are to be issued under an Indenture (the "Indenture")
dated as of January 15, 1993 between the Company and The First National Bank of
Chicago, as trustee (the "Trustee").
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the New Debt Securities and have examined such
records, documents and questions of law and satisfied ourselves as to such
matters of fact as we have considered relevant and necessary as a basis for this
opinion letter.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Company has corporate power and authority to execute and
deliver the Indenture and to authorize and sell the New Debt Securities.
3. Each series of New Debt Securities will be legally issued and
binding obligations of the Company (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the
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enforcement of creditors' rights generally and by the effect of general
principles of equity, regardless of whether enforceability is considered in a
proceeding in equity or at law) when (i) the Registration Statement shall have
become effective under the Securities Act and the Indenture (including any
necessary supplemental indenture) shall have been qualified under the Trust
Indenture Act of 1939, as amended, and duly executed and delivered by the
Company and the Trustee; (ii) a Prospectus Supplement with respect to such
series of New Debt Securities shall have been filed with the Commission pursuant
to Rule 424 under the Securities Act; (iii) the Company shall have taken
appropriate corporate action authorizing the issuance and sale of such series of
New Debt Securities as contemplated by the Indenture and the resolutions
heretofore adopted by the Board of Directors of the Company; and (iv) such
series of New Debt Securities shall have been duly executed and authenticated as
provided in the Indenture and such resolutions and shall have been duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor.
For the purposes of this opinion letter, we have assumed that there
will be no changes in the laws currently applicable to the Company and the
validity, legally binding character or enforceability of the New Debt
Securities, and that such laws will be the only laws applicable to the Company
and the New Debt Securities. We have further assumed that neither the
Certificate of Incorporation or By-laws of the Company nor the Indenture will
have been materially modified or amended, and all thereof will be in full force
and effect.
This opinion letter is limited to the General Corporation Law of the
State of Delaware and the laws of the United States of America. We do not find
it necessary for the purposes of this opinion letter to cover, and accordingly
we express no opinion as to, the application of the securities or blue sky laws
of the various states to sales of the New Debt Securities.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
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Exhibit 23.1
CONSENT OF KPMG LLP
We consent to incorporation by reference in the registration statement
being filed by Whitman Corporation pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, in order to register $12,000,000 aggregate principal amount
of debt securities of our report dated February 19, 1999, relating to the
combined balance sheets of PepsiCo Bottling Operations as of December 26, 1998
and December 27, 1997 and the related combined statements of operations, cash
flows and shareholder's equity and accumulated other comprehensive loss for each
of the years in the three-year period ended December 26, 1998, which report
appears in Whitman Corporation's Current Report on Form 8-K dated April 22,
1999.
/s/ KPMG LLP
KPMG LLP
New York, New York
April 22, 1999
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Exhibit 23.2
CONSENT OF KPMG LLP
We consent to incorporation by reference in the registration statement
being filed by Whitman Corporation pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, in order to register $12,000,000 aggregate principal amount
of debt securities of our report dated January 25, 1999, relating to the
consolidated balance sheets of Whitman Corporation and subsidiaries as of the
end of fiscal years 1998 and 1997 and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the fiscal years 1998,
1997 and 1996, which report appears in Whitman Corporation's Annual Report on
Form 10-K/A for fiscal year 1998.
/s/ KPMG LLP
KPMG LLP
Chicago, Illinois
April 22, 1999
