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
Date of report (Date of earliest event reported) December 6, 1994
THE QUAKER OATS COMPANY
(Exact name of Registrant as specified in its charter)
New Jersey 1-12 36-1655315
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Quaker Tower, P.O. Box 049001, Chicago, Illinois 60604-9001
(Address of principal executive offices)
312-222-7111
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On December 6, 1994, LOOP Acquisition Corp. ("LOOP"), a Delaware corporation
and a direct, wholly owned subsidiary of The Quaker Oats Company, a New Jersey
corporation and the Registrant herein, (the "Company"), purchased 117,380,755
(or approximately 96.5 percent) of the outstanding shares of common stock,
$.01 par value (the "Snapple Common Stock"), of Snapple Beverage Corp.
("Snapple"), a Delaware corporation, for $14.00 per share or an aggregate
purchase price of $1.64 billion. The acquisition was made pursuant to the
cash tender offer (the "Offer") by LOOP and the Company commenced on
November 4, 1994 to purchase all outstanding shares of Snapple Common Stock at
$14.00 net per share. Promptly after completion of the Offer, pursuant to the
terms of the Agreement and Plan of Merger dated November 1, 1994, among the
Company, LOOP and Snapple (the "Merger Agreement"), LOOP was merged, by means
of "short-form" merger, with and into Snapple (the "Merger"), whereby Snapple
now is a direct, wholly owned subsidiary of the Company, and all shares of
Snapple Common Stock outstanding immediately prior to the effective time of the
Merger (other than shares owned by the Company, LOOP, Snapple or any of their
respective subsidiaries, or "dissenting shares" within the meaning of Section
262 of the Delaware General Corporation Law, as amended) were converted into
the right to receive $14.00 in cash, without interest and less any required
withholding taxes. On November 1, 1994 (simultaneously with the execution of
the Merger Agreement and prior to the commencement of the Offer), the Company,
LOOP and the holders of approximately 69 percent of the then outstanding
shares of Snapple Common Stock entered into a Stockholders Agreement (the
"Stockholders Agreement"), pursuant to which, among other things, such holders
severally (i) agreed to tender their shares in the Offer, (ii) granted to the
Company an irrevocable option to purchase their shares of Snapple Common
Stock at $14.00 net per share under certain circumstances (including the
termination of the Merger Agreement or the withdrawal by the Company or LOOP
of the Offer), and (iii) agreed to vote their shares of Snapple Common Stock
in a certain manner under certain circumstances.
The purchase price for the shares of Snapple Common Stock acquired in the Offer
and pursuant to the Merger Agreement, which was determined by arms'-length
negotiation between the Company and Snapple, was funded with the proceeds
of commercial paper borrowings of different maturities and interest rates.
Aggregate commercial paper borrowings for the Snapple acquisition were
approximately $1.7 billion as of December 6, 1994 and were supported by the
three revolving credit facilities entered into as of November 30, 1994, among
the Company, certain subsidiaries as now or hereafter may become parties
thereto, the banks party thereto and NationsBank, N.A. as Administrative
Agent. The three revolving credit facilities consist of a $600 million five-
year annually extendable revolving credit facility, a $1.2 billion 364-day
annually extendable revolving credit facility which may, at the Company's
option, be converted into a two-year term loan, and a $600 million 364-day
annually extendable revolving credit facility.
For a more complete description of the terms of the Offer, the Merger and the
related transactions contemplated thereby, reference is made to the Merger
Agreement and the Stockholders Agreement, which are incorporated by reference
as Exhibits (c)(2)(a) and (c)(2)(b), respectively, in this Current Report on
Form 8-K as indicated in Item 7. below.
On November 4, 1994, in connection with the Offer, a Tender Offer Statement on
Schedule 14D-1/Schedule 13D ("Tender Offer Statement") was filed by the
Company and LOOP with the Commission. The Offer to Purchase, attached as
Exhibit 11(a)(1) to the Tender Offer Statement, contains a more complete
description of the Offer and related matters, particularly Section 8 ("Certain
Information Concerning the Company"), Section 10 ("Source and Amount of
Funds"), Section 12 ("Purpose of the Offer and the Merger; Plans for the
Company; the Merger Agreement; the Stockholders Agreement; Other Agreements")
and Section 15 ("Certain Legal Matters"), thereof.
Item 7. Financial Statements and Exhibits
(a)&(b) It is impracticable at this time for the Registrant to file, together
with this Current Report, the required financial statements and pro forma
financial information with respect to Snapple. Accordingly, the Registrant
hereby undertakes to file such required statements and information by
amendment to this Current Report on Form 8-K on or prior to February 17, 1995.
(c) Exhibits (listed by numbers corresponding to the provisions of Item 601
of Regulation S-K)
(2)(a) Agreement and Plan of Merger dated November 1, 1994, among the
Company, LOOP and Snapple (incorporated herein by reference to
Exhibit 11(c)(1) to the Company's Tender Offer Statement on Schedule
14D-1/Schedule 13D filed with the Commission on November 4, 1994).
(2)(b) Definitive Stockholders Agreement dated November 1, 1994,
among the Company, LOOP and certain shareholders of Snapple party
thereto (incorporated herein by reference to Exhibit 11(c)(2) to
Amendment No. 3 to the Company's Tender Offer Statement on
Schedule 14D-1/Schedule 13D filed with the Commission on
November 28, 1994).
(99) Tender Offer Statement on Schedule 14D-1/Schedule 13D and all
exhibits thereto filed with the Commission on November 4, 1994, as
amended.
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 hereunto duly authorized.
THE QUAKER OATS COMPANY
By Thomas L. Gettings
Thomas L. Gettings
Vice President and
Corporate Controller
Date: December 19, 1994
EXHIBIT INDEX
Paper (P),
Electronic (E) or
Exhibit Exhibit Incorporated by
Number Description Reference (IBRF)
(2)(a) Agreement and Plan of Merger dated IBRF
November 1, 1994 among The
Quaker Oats Company, LOOP
Acquisition Corp. and Snapple
Beverage Corp. (attached as Exhibit
11(c)(1) to the Company's Tender Offer
Statement on Schedule 14D-1/Schedule 13D
filed with the Commission on November 4,
1994).
(2)(b) Definitive Stockholders Agreement dated IBRF
November 1, 1994 among The Quaker
Oats Company, LOOP Acquisition Corp. and
certain shareholders of Snapple Beverage
Corp. (attached as Exhibit 11(c)(2) to Amendment
No. 3 to the Company's Tender Offer Statement
on Schedule14D-1/Schedule 13D filed with the
Commission on November 28, 1994).
(99) Tender Offer Statement on Schedule 14D-1/ IBRF
Schedule 13D and all exhibits thereto
filed with the Commission on November 4, 1994,
as amended.
