<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 5, 1995
------------------------
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-10064 75-2233365
(State or (Commission File Number) (IRS Employer
other jurisdiction Identification No.)
of incorporation)
</TABLE>
<TABLE>
<S> <C>
8144 WALNUT HILL LANE, DALLAS, TEXAS 75231-4372
(Address of principal executive offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (214) 360-7000
NOT APPLICABLE
(Former name or former address if changed from last report)
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<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On March 2, 1995, the Registrant filed a Current Report on Form 8-K,
describing a previously announced tender offer (the "Offer") by Cadbury
Schweppes plc, a company organized under the Laws of England ("Parent"), for all
of the Registrant's outstanding shares of common stock, par value $.01 per
share, not already owned by Parent or its affiliates. The Offer was made
pursuant to an Agreement and Plan of Merger, dated as of January 25, 1995 (the
"Merger Agreement"), among the Parent, DP/SU Acquisition Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Parent ("Purchaser"), and
the Registrant. The information contained in such Current Report is incorporated
fully herein by reference.
On June 5, 1995, the Annual Meeting of Shareholders of the Registrant was
held, at which the Merger Agreement was approved and adopted by the affirmative
vote of the stockholders of the Registrant required by the laws of the State of
Delaware. Pursuant to the Merger Agreement, and upon approval by the
stockholders as aforesaid, CS/DP Acquisition, Inc., a Delaware corporation and a
wholly-owned subsidiary of Purchaser, merged (the "Merger") with and into the
Registrant, effective as of June 6, 1995. On the effective date of the Merger,
each share of Common Stock (other than shares held in the Treasury of the
Registrant, or owned by Parent or any of its subsidiaries or held by
stockholders who have filed with the Registrant a written objection to the
Merger and have not voted in favor of the Merger and who have properly demanded
in writing a perfected appraisal for such shares in accordance with the laws of
the State of Delaware) was automatically converted into the right to receive
$33.00 in cash, without interest.
Additionally, effective as of June 6, 1995, Registrant has appointed Arthur
Andersen LLP ("Arthur Andersen") to replace KPMG Peat Marwick as its principal
accountant to audit the Registrant's financial statements. The decision to
change accountants was approved by the Board of Directors of the Registrant.
KPMG's audit reports on the consolidated financial statements of the
Registrant as of and for the years ended December 31, 1994 and 1993 did not
contain any adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles, nor during the
same period of time or the subsequent interim period preceding KPMG's dismissal
have there been any disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to their satisfaction, would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement. Furthermore, during the last two fiscal
years of the Company and the subsequent interim period, there were no
"reportable events" as described in Paragraph 304(a)(i)(v) of Regulation S-K.
In connection with the above-described change in accountants, there were no
"disagreements" of the type described in Paragraph 304(a)(i)(iv) of Regulation
S-K, nor were there any "reportable events" as described in Paragraph
304(a)(i)(v) of Regulation S-K. Furthermore, during the present fiscal year of
the Registrant there have been no such disagreements or reportable events.
During the Registrant's two most recent fiscal years, and any subsequent
interim period prior to engaging Arthur Andersen, neither the Registrant nor
anyone on its behalf consulted Arthur Andersen regarding (i) either the
application of accounting principles to a specified transaction (whether
completed or proposed), or the type of audit opinion that might be rendered on
the Registrant's financial statements, or (ii) any matter that was either the
subject of a disagreement (as described in Paragraph 304(a)(i)(iv) of Regulation
S-K) or a reportable event (as described in Paragraph 304(a)(i)(v) of Regulation
S-K).
Prior to the filing of this Current Report on Form 8-K, the Registrant has
provided KPMG with a copy of the disclosures it is making in response to Item
304(a) of Regulation S-K, and requested KPMG to furnish the Registrant with a
letter, addressed to the Commission, stating whether it agrees with the
statements made by the Registrant in response to Item 304(a) of Regulation S-K
and, if not, stating the respects in which it does not agree. KPMG's letter
responding to the disclosures of Registrant's filed herewith is attached as an
exhibit to this Current Report.
<PAGE>
SIGNATURES
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.
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Registrant)
By: /s/ NELSON A. BANGS
-----------------------------------
Nelson A. Bangs
VICE PRESIDENT, SECRETARY & GENERAL
COUNSEL
Date: June 7, 1995
<PAGE>
June 7, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Dr Pepper/Seven-Up Companies,
Inc. and, under the date of February 10, 1995, we reported on the consolidated
financial statements of Dr Pepper/ Seven-Up Companies, Inc. and subsidiaries as
of and for the years ended December 31, 1994 and 1993. On June 6, 1995, our
appointment as principal accountants was terminated. We have read Dr Pepper/
Seven-Up Companies, Inc.'s statements included under Item 4 of its Form 8-K
dated on or about June 7, 1995, and we agree with such statements, except that
we are not in the position to agree or disagree with Dr Pepper/Seven-Up
Companies, Inc.'s statements that the decision to change accountants was
approved by the board of directors, that Arthur Andersen & Co. has been engaged
as Dr Pepper/Seven-Up Companies, Inc.'s principal accountant, regarding the
length of time that Arthur Andersen & Co. has been the principal accountant for
Cadbury Schweppes plc, and that Arthur Andersen & Co. was not consulted
regarding the application of accounting principles to a specified transaction or
the type of audit opinion that might be rendered on Dr Pepper/Seven-Up
Companies, Inc.'s consolidated financial statements.
Very truly yours,
/s/ KPMG PEAT MARWICK
--------------------------------------
KPMG PEAT MARWICK
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
- ------------- -------------------------------------------------------------------------------------- ---------------
<S> <C> <C>
Exhibit 99 Form 8-K dated March 2, 1995 (incorporated by reference)
</TABLE>
<PAGE>
EXHIBIT 99
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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): March 2, 1995
------------------------
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-10064 75-2233365
(State or (Commission File Number) (IRS Employer
other jurisdiction Identification No.)
of incorporation)
</TABLE>
<TABLE>
<S> <C>
8144 WALNUT HILL LANE, DALLAS, TEXAS 75231-4372
(Address of principal executive offices) (Zip Code)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (214) 360-7000
NOT APPLICABLE
(Former name or former address if changed from last report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 2, 1995, Cadbury Schweppes plc, a company organized under laws of
England ("Parent"), completed its previously announced tender offer (the
"Offer") for all the 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"). The Offer was made pursuant to the Agreement and
Plan of Merger, dated as of January 25, 1995 (the "Merger Agreement"), among
Parent, DP/SU Acquisition Inc., a Delaware corporation and an indirect wholly
owned subsidiary of Parent ("Purchaser"), and the Company.
45,387,980 shares of Common Stock were purchased by Purchaser pursuant to
the Offer. As a result of such purchase and the prior acquisition of shares of
Common Stock, Purchaser and other subsidiaries of Parent own approximately
98.70% of the issued and outstanding shares of the Common Stock. The total
amount of funds required to purchase such shares of Common Stock at $33.00 per
share was approximately $1.498 million. Purchaser obtained all of such funds
from Parent and its affiliates. Parent and its affiliates provided such funds
from: (a) the net proceeds of a rights offering to holders of Ordinary Shares of
Parent of one unit of non-interest bearing convertible unsecured loan stock for
every seven Ordinary Shares held of record on January 30, 1995; (b) existing
credit facilities (the "Credit Facilities") provided by Midland Bank plc and The
Toronto-Dominion Bank (the "Banks") under a Facilities Agreement dated January
26, 1995; and (c) an underwritten enhanced scrip dividend alternative.
The Credit Facilities are comprised of two separate committed unsecured
revolving credit facilities which Parent established with the Banks as arrangers
and as lenders. The commitments under the Credit Facilities are for a $1.0
billion facility available to be used for general corporate purposes (including
financing of acquisitions) of Parent and its subsidiaries, and a $1.4 billion
facility available to be used as short-term bridge financing, pending the
availability of long-term financing, which is to operate as a revolving credit
facility until January 25, 1996, and thereafter (to the extent that any advance
or advances are outstanding on that date) as a term loan. The final repayment
date for both Credit Facilities is January 26, 1998. The rate of interest
applicable to advances made under the Credit Facilities is a rate equal to the
London Interbank Offered Rate for the relevant interest period plus a margin of
0.225 percent per annum. Commitment fees are payable on the undrawn and
uncancelled portions of the Credit Facilities.
Upon the approval and adoption of the Merger Agreement by the affirmative
vote of the stockholders of the Company to the extent required by the laws of
the State of Delaware, a wholly owned subsidiary of Purchaser will merge (the
"Merger") with the Company, and each share of Common Stock (other than shares
held in the treasury of the Company, or owned by Parent or any of its
subsidiaries or held by stockholders who have filed with the Company a written
objection to the Merger and have not voted in favor of the Merger and who have
properly demanded in writing and perfected appraisal for such shares in
accordance with the laws of the State of Delaware) shall be automatically
converted into the right to receive $33.00 in cash, without interest. A meeting
of the stockholders of the Company will be held as soon as practicable for the
purpose of obtaining such approval.
Pursuant to the Merger Agreement, on March 2, 1995, three designees of
Parent, John F. Brock, David A. Gerics, and Henry A. Udow, were appointed to the
Board of Directors (the "Board") of the Company. Also on such date, all other
members of the Board resigned. As a result, the Board is comprised solely of
designees of Parent.
2
<PAGE>
SIGNATURES
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.
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Registrant)
By: /s/ NELSON A. BANGS
-----------------------------------
Nelson A. Bangs
VICE PRESIDENT, SECRETARY & GENERAL
COUNSEL
Date: March 17, 1995
3
