SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Dr Pepper/Seven-Up Companies, Inc.
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(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
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(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 23, 1995
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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 10 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
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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 10 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 10 Pages
<PAGE>
This Amendment No. 5 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 4 (as so
amended, the "Schedule 13D"). This Amendment No. 5 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"). Item 4
and Item 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 Transaction
----------------------
Item 4 of the Schedule 13D is hereby amended by the addition of the
following to the end thereof:
On January 23, 1995, Cadbury plc announced that representatives of
Cadbury plc and the Issuer are involved in detailed discussions about a proposed
business combination under which the stockholders of the Issuer would receive a
cash consideration. There can be no assurances that any such discussions will
result in the parties entering into a definitive agreement regarding any such
business combination. A press release relating to the events described above
is attached hereto as Exhibit 22 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:
99.22. Press release issued by Cadbury plc on January 23,
1995.
Page 4 of 10 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 23, 1995 CADBURY BEVERAGES INC
By /s/ Henry A. Udow
----------------------------------------
Name: Henry A. Udow
Title: Vice President
Page 5 of 10 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 23, 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 10 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)
------------------
* Previously Filed.
</TABLE>
Page 7 of 10 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. 9
------------------
* Previously Filed.
</TABLE>
Page 8 of 10 Pages
Exhibit No. 99.22
-----------------
PRESS RELEASE
CADBURY SCHWEPPES [LOGO]
Contacts: London
Cadbury Schweppes plc
011-4471-409-1313
Chris Milburn - Director, Corporate Communications
Dora McCabe - Group Public Relations Manager
New York
Gavin Anderson & Company
212-373-0200
Cameron King
Media Advisory: The following was released earlier today in London.
FOR IMMEDIATE RELEASE
BUSINESS COMBINATION DISCUSSIONS BETWEEN
CADBURY SCHWEPPES AND DR PEPPER/SEVEN-UP
---------------------------------------------------------
London, January 23, 1995-- Cadbury Schweppes plc ("Cadbury Schweppes") (NASDAQ:
CADBY) announced today that representatives of Cadbury Schweppes and Dr
Pepper/Seven-Up Companies, Inc. ("Dr Pepper/Seven-Up") are involved in detailed
discussions about a proposed business combination under which the stockholders
of Dr Pepper/Seven-Up would receive a cash consideration. There can be
no assurances that any such discussions will result in the parties entering into
a definitive agreement regarding any such business combination.
Proposed Financing Structure
Cadbury Schweppes currently owns 15,620,746 shares in Dr Pepper/Seven-Up,
representing 25.3 percent of the existing common stock of Dr Pepper/Seven-Up
and 22.7 percent of the fully diluted common stock of Dr Pepper/Seven-Up.
Cadbury Schweppes has acquired this interest at an average cost of $15 per
share.
Cadbury Schweppes intends that the cash consideration for any business
combination would be financed by both debt and equity. The equity element
would be likely to involve the issue of new Cadbury Schweppes shares to
raise on the order of 500 million pounds sterling.
Cadbury Schweppes would only intend to enter into any business combination
if it would expect the effect of the transaction on its earnings per
share to be no worse than broadly neutral in 1995 prior to charging
reorganization costs, and positive in 1996 and thereafter, and if it would
expect interest cover to remain above 4.5 times.
- more -
Page 9 of 10 Pages
<PAGE>
The Dr Pepper/Seven-Up Group
The Dr Pepper/Seven-Up Group is the third largest soft drinks company in the
US. The group's principal products are "Dr Pepper", "Diet Dr Pepper",
"Seven-Up" and "Diet Seven-Up" carbonated soft drinks and "Welch's" soft
drinks. In 1993 it had some 11 per cent of the estimated $49 billion (at retail
prices) US carbonated soft drinks market.
In the year ended 31 December 1993, Dr Pepper/Seven-Up reported an operating
profit of $183.0 million (year ended December 31, 1992: $160.6 million) and
profit before taxation and extraordinary items of $96.2 million (1992: loss
$8.6 million) on sales of $707.4 million (1992: $658.7 million). Net cash
from operating activities after deducting capital expenditure was $119.8
million (1992: $53.3 million). The stockholders' deficit at December 31, 1993
was $420.1 million. Net indebtedness (including redeemable preferred stock)
at December 31, 1993 was $887.8 million.
Dr Pepper/Seven-Up's unaudited results for the nine months ended September 30,
1994 showed an operating profit of $155.8 million (nine months ended
September 30, 1993: $144.6 million) and profit before taxation and extraordinary
items of $99.6 million (1993: $78.2 million) on sales of $585.1 million (1993:
$540.2 million). Net cash from operating activities after deducting capital
expenditure for the nine months was $81.6 million (1993: $79.5 million). The
stockholders' deficit at September 30, 1994 was $357.6 million. Net
indebtedness at September 30, 1994 was $829.3 million.
The Cadbury Schweppes Group
The Cadbury Schweppes Group is a major participant in confectionery and
beverages markets whose brands and products are sold in over 170 countries
around the world. It is the third largest soft drinks company in the world and
the fourth largest in the US with some 5 percent of the US carbonated soft
drinks market in 1993.
Further announcement
A further announcement will be made in due course.
***
Page 10 of 10 Pages
