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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. 3)
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. 10)
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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 14, 1995
Page 1 of 7 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 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 7 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 7 pages
<PAGE>
This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") and Amendment No. 10 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 February 10, 1995, Plaintiffs filed a consolidated and amended complaint
in In Re Dr Pepper/Seven-Up Companies, Inc. Shareholders Litigation, Civ. Action
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No. 13109, Delaware Court of Chancery. The amended complaint essentially
reasserts the claims previously made in the separate shareholder actions
previously filed in Delaware. The claims against the Board include breach of
fiduciary duty and conflict of interest, improper employment of anti-takeover
devices and failure to provide full disclosure in connection with the proposed
transaction with Parent. The sole claim against Parent alleges that Parent is
liable as an aider and abettor of the breaches of fiduciary duty alleged against
the Board. The consolidated and amended complaint asks for relief similar to
that which was requested in the separate actions. In addition to class
certification, Plaintiffs seek an injunction prohibiting the transaction with
Parent and creating an open bidding process for the acquisition of the Company,
as well as compensatory damages, costs and disbursements (including attorneys'
and experts' fees), and a declaration that Parent is not entitled to any rights
under the Merger Agreement and Stockholders Agreement.
Page 4 of 7 pages
<PAGE>
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
..................................
Name: Henry A. Udow
Title: Vice President
February 14, 1995
Page 5 of 7 pages
<PAGE>
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
..................................
Name: Henry A. Udow
Title: Vice President
February 14, 1995
Page 6 of 7 pages
<PAGE>
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
..................................
Name: Henry A. Udow
Title: Legal Director of Beverages
Stream
February 14, 1995
Page 7 of 7 pages
