SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Dr Pepper/Seven-Up Companies, Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(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
January 25, 1995
------------------------------------------------------------
(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 9 Pages
An Exhibit Index appears on page 7
<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 --------------------------------------------------------------
8 Shared Voting Power
Beneficially 15,620,746
Owned by --------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
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)
25.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
Page 2 of 9 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 8 Shared Voting Power
Beneficially 15,620,746
Owned by --------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
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)
25.3%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
Page 3 of 9 Pages
<PAGE>
This Amendment No. 6 amends the Statement on Schedule 13D initially
filed with the Securities and Exchange Commission on August 30, 1993 by
Cadbury Beverages Inc, a Delaware corporation ("Cadbury Inc"), and Cadbury
Schweppes plc, a corporation organized under the laws of England and the
owner of all of the issued and outstanding shares of capital stock of Cadbury
Inc ("Cadbury plc"), and thereafter amended by Amendments No. 1 through 5 (as so
amended, the "Schedule 13D"). This Amendment No. 6 is filed with respect to the
shares of Common Stock, par value $.01 per share (the "Common Stock"), of Dr
Pepper/Seven-Up Companies, Inc., a Delaware corporation (the "Issuer"). Items
4, 6 and 7 of the Schedule 13D are hereby amended as set forth below. Unless
otherwise defined herein all capitalized terms shall have the meanings ascribed
to them in the Schedule 13D.
Item 4. Purpose of the Transaction
--------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Items 4 and 6 of the Schedule 13D are hereby amended by adding
the following to the end thereof:
On January 25, 1995, the Issuer, Cadbury plc and DP/SU Acquisition Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Cadbury plc
("DP/SU"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which all of the outstanding shares of the Common
Stock (the "Shares") not already owned by Cadbury plc or its subsidiaries
will be acquired by DP/SU. Under the Merger Agreement, which has been
unanimously approved by the Issuer's Board, DP/SU will commence a tender
offer for all oustanding Shares of the Issuer not already owned by Cadbury
plc or its subsidiaries for $33 per Share in cash. The tender offer will be
followed by a merger of DP/SU with the Issuer. Upon the approval and adoption
of the Agreement and Plan of Merger by the affirmative vote of the stockholders
of the Issuer to the extent required by Delaware Law, DP/SU will merge with the
Issuer and each Share not held in the treasury of the Issuer, or owned by
Cadbury plc or DP/SU shall be automatically converted into the right to
receive $33 in cash. The tender offer will commence no later than Wednesday,
February 1, 1995 and will be conditioned on there being validly tendered that
number of Shares that, when added to the Shares already owned by Cadbury plc
or its subsidiaries, constitutes a majority of the outstanding Shares (on a
fully diluted basis), as well as other customary conditions, including
regulatory approvals. A press release relating to the foregoing events is
attached hereto as Exhibit 23 and is incorporated herein by reference in its
entirety.
Item 7. Material to Be Filed as Exhibits
--------------------------------
Item 7 of the Schedule 13D is hereby amended by the addition of the
following exhibit to the end thereof:
99.23. Press release issued by Cadbury plc on January 26,
1995.
Page 4 of 9 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.
January 26, 1995 CADBURY BEVERAGES INC
By /s/ Henry A. Udow
----------------------------------------
Name: Henry A. Udow
Title: Vice President
Page 5 of 9 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.
January 26, 1995 CADBURY SCHWEPPES
PUBLIC LIMITED COMPANY
By /s/ Michael A.C. Clark
-----------------------------------------
Name: Michael A.C. Clark
Title: Group Secretary and
Chief Legal Officer
Page 6 of 9 Pages
<PAGE>
Exhibit Index
-------------
<TABLE><CAPTION>
Exhibit
Number Description Page
------ ----------- ----
<S> <C> <C>
1. $20 million Revolving Credit facility, dated October 26, 1992, between *
Cadbury Inc and Toronto Dominion
2. Letter Agreement, dated September 14, 1993, from Toronto Dominion to Cadbury *
Inc amending Item 1
3. 5-day $200 million Credit Facility Agreement, dated August 19, 1993, between
Cadbury Beverages Inc ("Cadbury Inc") and a Section 3(a)(6) bank with Cadbury *
Schweppes plc ("Cadbury plc") as guarantor
4. Guarantee of facility in Item 3, dated August 19, 1993, given by Cadbury plc *
to a section 3(a)(6) bank
5. [British Pound]300 million Multiple Option Facility Agreement ("MOF"), dated *
September 7, 1987, among Cadbury Finance Limited ("Cadbury Finance"), Cadbury
plc, S.G. Warburg & Co. Ltd. ("S.G. Warburg"), et al.
6. Letter, dated August 25, 1993, from Cadbury Finance to S.G. Warburg confirming *
[British Pound]50 million drawing under MOF
7. Confirmation of Item 6, dated August 24, 1993, from S.G. Warburg to Cadbury *
Finance
8. Letter, dated August 23, 1993, from National Westminster Bank plc detailing *
foreign exchange swap deals to convert [British Pound]50 million to $75
million
9. Short Term Facility Agreement, dated June 24, 1993, between Toronto Dominion *
and Cadbury Finance for $20 million
10. Letter, dated August 24, 1993, providing for an increase of the Toronto *
Dominion facility in item 9 to $50 million
11. Confirmation letters, dated August 23, August 24, and September 2, 1993, *
respectively, between Cadbury Finance and Toronto Dominion, for $50 million
drawing under item 9
12. Confirmation letters, dated August 23 and August 24, regarding $25 million *
loan to Cadbury Finance from The Sumitomo Bank, Limited
13. Letters, dated August 23, 1993, confirming issue of $20 million Euro *
commercial paper to National Westminster Bank plc (Dealer) via Chase
Manhattan Bank, N.A. (Issuing and Paying Agent)
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* Previously Filed.
</TABLE>
Page 7 of 9 Pages
<PAGE>
<TABLE><CAPTION>
Exhibit
Number Description Page
------ ----------- ----
<S> <C> <C>
14. Confirmation letter, dated August 26, 1993, for $20 million loan *
from Cadbury plc to Cadbury Finance
15. Letters, dated August 23, 1993, confirming issue of $30 million Euro *
commercial paper to Swiss Bank Corporation (Dealer) via Chase
Manhattan Bank, N.A. (Issuing and Paying Agent)
16. Confirmation letter, dated August 26, 1993, for $30 million loan *
from Cadbury plc to Cadbury Finance
17. Confirmation letter, dated September 1, 1993, for $200 million loan *
from Cadbury Finance to Cadbury Inc
18. Euro Commercial Paper Dealership Agreement, dated September 27, 1990, *
between Cadbury plc and Natwest Capital Markets Limited
19. Supplemental Agreement to Euro Commercial Paper Dealer Agreement, *
dated September 27, 1990, between Cadbury plc and Swiss Bank Corporation
20. Euro Commercial Paper Agency Agreement, dated August 26, 1986, between *
Cadbury plc and the Chase Manhattan Bank, N.A.
21. Stock Purchase Agreement, dated August 19, 1993, between Cadbury Inc and *
Prudential
22. Press release issued by Cadbury plc on January 23, 1995 *
23. Press release issued by Cadbury plc on January 26, 1995 9
------------------
* Previously Filed.
</TABLE>
Page 8 of 9 Pages
Exhibit No. 99.23
-----------------
PRESS RELEASE
CADBURY SCHWEPPES [LOGO]
Contacts: Cadbury Schweppes, London
Chris Milburn, Director, Corporate Communications
Tel: 44 71 409 1313
Dr Pepper/Seven-Up, Dallas
Jim Ball
Tel: 214-360-7812
Gavin Anderson & Company, New York
Cameron King
Tel: 212-373-0200
Media Advisory: The following was released earlier today in London.
FOR IMMEDIATE RELEASE
CADBURY SCHWEPPES TO ACQUIRE DR PEPPER/SEVEN-UP
FOR $33.00 PER SHARE
London and Dallas -- January 26, 1995 -- Cadbury Schweppes (CADBY) and
Dr Pepper/Seven-Up (DPS) announced that they have entered into a merger
agreement pursuant to which the Board of Dr Pepper/Seven-Up will
unanimously recommned to its shareholders acceptance of a cash tender
offer to be made by DP/SU Acquisition Inc., a wholly owned US subsidiary
of Cadbury Schweppes, for the outstanding shares of common stock in Dr
Pepper/Seven-Up not already owned by Cadbury Schweppes at a price of
$33 per share. The total consideration for all shares outstanding not
already owned by Cadbury Schweppes will be US$1,711 million (1,076
million pounds sterling).
Dominic Cadbury, Chairman of Cadbury Schweppes, said today: "The
acquisition of Dr Pepper/Seven-Up represents a major strategic milestone
for Cadbury Schweppes. The brand combination is a powerful and logical
one in the largest soft drinks market in the world. Both businesses
have substantial marketing strength which, in combination and directed
skillfully, can only enhance the reach and penetration of the total
portfolio. I am delighted that the Board of Dr Pepper/Seven-Up has
agreed to recommend our offer."
John Albers, Chairman, President and Chief Executive Officer of Dr
Pepper/Seven-Up said today: "This is an outstanding return for our
shareholders. The $33 price per share values Dr Pepper/Seven-Up in
excess of $3 billion including debt. This value reflects the
extraordinary contribution of the entire Dr Pepper/Seven-Up family,
including its employees, bottlers and customers. The combination of
Cadbury Schweppes' and Dr Pepper/Seven-Up brands will maximize
opportunities for growth both in the US soft drinks market and
internationally."
The offer is subject to the tender of a number of shares which, together
with shares already owned by Cadbury Schweppes, is equivalent to a majority
of the shares and will be followed by a merger of DP/SU Acquisition Inc.,
with Dr Pepper/Seven-Up in which each outstanding common share will be
converted into $33 in cash. Consummation of the transaction is subject to
the satisfaction of certain conditions including approval by Cadbury
Schweppes shareholders and the expiry or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Goldman Sachs is acting as financial advisor and dealer manager in connection
with the tender offer. Kleinwort Benson North America is acting as joint
dealer manager and Kleinwort Benson Limited is the UK financial advisor.
BT Securities Corp. and Donaldson, Lufkin and Jenrette Securities
Corporation are providing financial advice to Dr Pepper/Seven-Up.
# # #
Page 9 of 9 Pages
