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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 1)
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SCHEDULE 13D/A
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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DR PEPPER/SEVEN-UP COMPANIES, INC.
(Name of Subject Company)
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DP/SU ACQUISITION INC.
AND
CADBURY SCHWEPPES PLC
(Bidder)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
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256131 30 1
(CUSIP Number of Class of Securities)
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HENRY A. UDOW, ESQ.
DP/SU ACQUISITION INC.
CADBURY SCHWEPPES PLC
C/O 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 on Behalf of Bidder)
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COPY TO:
ALFRED J. ROSS, JR., ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
FEBRUARY 8, 1995
Page 1 of 8 pages
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CUSIP NO. 256131 30 1
<TABLE>
<S> <C>
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 Aggregate Amount Beneficially Owned by Each Reporting Person
15,620,746
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / /
9 Percent of Class Represented by Amount in Row (7)
25.3%
10 Type of Reporting Person (See Instructions)
CO
</TABLE>
Page 2 of 8 pages
<PAGE>
CUSIP NO. 256131 30 1
<TABLE>
<S> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
CADBURY SCHWEPPES plc
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 Aggregate Amount Beneficially Owned by Each Reporting Person
15,620,746
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / /
9 Percent of Class Represented by Amount in Row (7)
25.3%
10 Type of Reporting Person (See Instructions)
CO
</TABLE>
Page 3 of 8 pages
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") and Amendment No. 8 to Schedule 13D relates to the
offer by DP/SU Acquisition Inc., a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of Cadbury Schweppes plc, a company organized
under the laws of England, to purchase all outstanding shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Dr Pepper/Seven-Up Companies,
Inc., a Delaware corporation (the "Company"), and the associated preferred stock
purchase rights (the "Rights" and, together with the Common Stock, the "Shares")
issued pursuant to the Rights Agreement, dated as of September 1, 1993 (as
amended), between the Company and Bank One, Texas, N.A., as Rights Agent, at a
price of $33.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase dated
February 1, 1995 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which were attached to the Schedule 14D-1 as Exhibits
(a)(1) and (a)(2) thereto, respectively. The Schedule 14D-1 was filed with
the Securities and Exchange Commission on February 1, 1995.
Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b) is hereby amended and supplemented by adding to the end thereof
the following:
On September 3, 1993, Adele Brem, a purported holder of shares
of Common Stock of the Company, filed a lawsuit styled Adele Brem v.
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Dr Pepper/Seven-Up Companies, et al. relating to the adoption by the Company
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of the Rights Agreement in Delaware Chancery Court. The complaint is filed
individually on behalf of the plaintiff and purportedly on behalf of all
holders of Common Stock (other than the individual defendants), and names the
Company and each person that was then a member of its Board of Directors
as defendants. In the complaint, the plaintiff alleges, among other things,
that in implementing the Rights Agreement, the individual defendants have
wrongfully misled the shareholders and the investing community regarding the
purpose and effect of the Rights Agreement, have violated their fiduciary
duties owed to the plaintiffs and the class, have not and are not exercising
proper and independent business judgment, have acted and are acting to the
detriment of the Company and its public shareholders for their own personal
benefit and have pursued a course of conduct designed to entrench themselves
in their positions of control within the Company. The plaintiff seeks a
judgment ordering, among other things, that defendants rescind the adoption of
the Rights Agreement, as well as unspecified damages, attorney's fees and
other relief.
On September 10, 1993, Terrence Pearman, a purported holder of shares of
Common Stock of the Company, filed a second lawsuit styled Terrence Pearman
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v. Dr Pepper/Seven-Up Companies, et al. relating to the adoption by the Company
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of the Rights Agreement in Delaware Chancery Court against the Company and each
person that was then a member of its Board of Directors. The complaint is filed
individually on behalf of the plaintiff and purportedly on behalf of all holders
of Common Stock, and makes substantially the same allegations and seeks
substantially the same relief as made and sought in the lawsuit described above
brought by Adele Brem.
Page 4 of 8 pages
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The Company has informed Parent and Purchaser that it believes that the
two foregoing lawsuits are without merit and that, among other things, the
individual defendants have not breached any fiduciary duties in adopting the
Rights Agreement and that the Rights Agreement is fair and in the best
interests of the Company and its shareholders.
Three additional purported class action lawsuits were filed by stockholders
in the Court of Chancery of the State of Delaware on January 25, 1995. Rosenberg
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v. Dr Pepper/Seven-Up Companies, Inc., et al., Civ. Action No. 13999, Burt v.
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Dr Pepper/Seven-Up Companies, Inc., et al., Civ. Action No. 14001, and
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Manson v. Dr Pepper/Seven-Up Companies, Inc., et al., Civ. Action No. 14002.
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These lawsuits, like the stockholder lawsuits filed on January 23, 1995,
(i.e., Tuchman, Balan, and Shaev, Civ. Action Nos. 13997, 13995 and 13996,
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respectively) allege that the defendants have breached their fiduciary duty to
maximize stockholder value by failing to explore third-party interest in the
Company. The complaints ask for injunctive relief (in the form of prohibiting
any actions by the defendants which might diminish shareholder value),
compensatory damages, and attorneys' and experts' fees. The complaint in
Rosenberg v. Dr Pepper/Seven-Up Companies, Inc., et al., asks for further
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injunctive relief, in the form of an order requiring the defendants to appoint
a disinterested committee to ensure that all conflicts of interest would be
resolved in the best interests of the Company's public stockholders. The
Company has advised Parent and Purchaser that it believes that these purported
class action lawsuits are without merit and that it intends to defend against
the lawsuits vigorously.
On February 2, 1995, Vice Chancellor William B. Chandler of the Delaware
Court of Chancery signed an Order to consolidate the eight shareholder suits
filed in Delaware against the Company. The caption of the consolidated action
reads: In Re Dr Pepper/Seven-Up Companies, Inc. Shareholders Litigation,
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Civ. Action No. 13109 (the "Consolidated Action"). Counsel for the defendants
did not object to entry of the proposed Order.
On February 7, 1995, Vice Chancellor Chandler signed an Order granting
Plaintiff's request for expedited discovery in the Consolidated Action, and
scheduled Plaintiffs' application for a preliminary injunction to be heard on
February 27, 1995 at 10:00 a.m. Additionally, the parties to the Consolidated
Action signed a stipulation for the production and exchange of confidential
information, which was signed "So Ordered" by Vice Chancellor Chandler on
February 7, 1995.
Page 5 of 8 pages
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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.
DP/SU ACQUISITION INC.
By: /s/ HENRY A. UDOW
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Name: Henry A. Udow
Title: Vice President
February 8, 1995
Page 6 of 8 pages
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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.
CADBURY BEVERAGES INC.
By: /s/ HENRY A. UDOW
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Name: Henry A. Udow
Title: Vice President
February 8, 1995
Page 7 of 8 pages
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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.
CADBURY SCHWEPPES PLC
By: /s/ HENRY A. UDOW
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Name: Henry A. Udow
Title: Legal Director of Beverages
Stream
February 8, 1995
Page 8 of 8 pages
