SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Dr. Pepper/Seven-Up Companies, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 per Share
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(Title of Class of Securities)
256131 30 1
--------------------------------
(CUSIP Number)
Henry A. Udow, Esq.
Cadbury Beverages Inc
6 High Ridge Park
P.O. Box 3800
Stamford, Connecticut 06905-0800
Telephone: (203) 329-0911
------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A.C. Clark, Esq. Alfred J. Ross, Jr., Esq.
Cadbury Schweppes plc Shearman & Sterling
25 Berkeley Square 599 Lexington Avenue
London W1X 6HT New York, NY 10022
England Telephone: (212) 848-4000
Telephone: 011-4471-830-5006
October 25, 1994
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(Date of Event which Requires Filing of this Statement)
==================================================================
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 6 Pages
<PAGE>
CUSIP NO. 256131 30 1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
CADBURY BEVERAGES INC
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
[ ] (a)
[ ] (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
BK, AF, WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
7 Sole Voting Power
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 15,620,746
Each
Reporting 9 Sole Dispositive Power
Person
With 10 Shared Dispositive Power
15,620,746
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
15,620,746
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
23.3%
14 Type of Reporting Person (See Instructions)
CO
Page 2 of 6 Pages
<PAGE>
CUSIP NO. 256131 30 1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
CADBURY SCHWEPPES PUBLIC LIMITED COMPANY
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
[ ] (a)
[ ] (b)
3 SEC Use Only
4 Source of Funds (See Instructions)
BK, AF, WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
ENGLAND
7 Sole Voting Power
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 15,620,746
Each
Reporting 9 Sole Dispositive Power
Person
With 10 Shared Dispositive Power
15,620,746
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
15,620,746
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
Approximately 23.3%
14 Type of Reporting Person (See Instructions)
CO
Page 3 of 6 Pages
<PAGE>
This Amendment No. 3 amends the Statement on Schedule
13D (the "Schedule 13D") filed with the Securities and Exchange
Commission (the "Commission"), on September 20, 1993 by Cadbury
Beverages Inc ("Cadbury Inc"). This Amendment No. 3 is filed
with respect to the shares of Common Stock, par value $.01 per
share, of Dr. Pepper/Seven-Up Companies, Inc. (the "Issuer").
The following amendment to Item 4 of the Schedule 13D is hereby
made. Unless otherwise defined herein all capitalized terms
shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is hereby amended in its
entirety to read as follows:
On August 19, 1993, Cadbury Inc and The Prudential
Insurance Company of America, a New Jersey corporation
("Prudential"), entered into a Stock Purchase Agreement (the
"Purchase Agreement") pursuant to which Cadbury Inc purchased
from Prudential 12,175,861 shares of Nonvoting Common Stock of
the Issuer for an aggregate purchase price of $231,341,359. The
waiting period under the HSR Act applicable to its August 19,
1993 acquisition of Nonvoting Common Stock expired on October 1,
1993, and on October 4, 1993, Cadbury Inc exercised its right to
convert its shares of Nonvoting Common Stock into an equivalent
number of shares of Common Stock of the Issuer (the "Common
Stock").
The purpose of the purchase by Cadbury Inc of the
shares of Common Stock owned by Prudential was to increase
significantly its equity interest in the Issuer. As part of its
continuing review of its interest in the Issuer, Cadbury
Schweppes plc ("Cadbury plc"), the owner of all the issued and
outstanding shares of capital stock of Cadbury Inc, has had
exploratory discussions with the Issuer regarding a possible
business combination between the Issuer and Cadbury Inc which
would have resulted in Cadbury Inc controlling the Issuer.
During the course of such discussions, no definitive proposals or
plans were developed by Cadbury plc or Cadbury Inc.
Cadbury Inc intends to review from time to time its
investment in the Issuer and may have further discussions with
the Issuer regarding an acquisition of control of the Issuer
through a cash tender offer, exchange offer, merger or other
similar transaction. However, there can be no assurances that
any such further discussions will occur or, if they do occur,
that they will result in any plan or proposal being developed by
Cadbury Inc or in any such transaction. Cadbury Inc will also
review from time to time its investment in the Issuer to
determine whether to acquire additional shares or dispose of all
or a portion of the shares of Common Stock it now owns or to seek
representation on the Board of Directors of the Issuer. Cadbury
Inc will take such actions in the future as Cadbury Inc may deem
appropriate in light of the circumstances existing from time to
time (including, without limitation, general economic and stock
market conditions, the financial condition, business and
prospects of the Issuer and Cadbury plc and other opportunities
available to Cadbury plc).
Page 4 of 6 Pages
<PAGE>
Signature
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
October 25, 1994 CADBURY BEVERAGES INC
By /s/ Henry A. Udow
-----------------------------
Name: Henry A. Udow
Title: Vice President
Page 5 of 6 Pages
<PAGE>
Signature
---------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
October 25, 1994 CADBURY SCHWEPPES PLC
By /s/ Michael A.C. Clark
-----------------------------
Name: Michael A.C. Clark
Title: Group Secretary
and Chief Legal Officer
Page 6 of 6 Pages
