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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. 4)
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. 11)
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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 17, 1995
Page 1 of 9 pages
An Exhibit Index appears on page 8.
<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 9 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 9 pages
<PAGE>
This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1
(as amended prior to the date hereof, the "Schedule 14D-1") and Amendment No. 11
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 initially 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:
The waiting period under the HSR Act applicable to the Offer expired at
11:59 p.m. on February 16, 1995.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(10) Press Release issued by Parent on February 17, 1995.
Page 4 of 9 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 17, 1995
Page 5 of 9 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 17, 1995
Page 6 of 9 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 17, 1995
Page 7 of 9 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
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<S> <C> <C>
(a)(1) Form of Offer to Purchase dated February 1, 1995................. *
(a)(2) Form of Letter of Transmittal.................................... *
(a)(3) Form of Notice of Guaranteed Delivery............................ *
(a)(4) Form of Letter from Goldman, Sachs & Co. and Kleinwort Benson
North America Inc. to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees........................................... *
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients................................ *
(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.................................... *
(a)(7) Summary Advertisement as published in The Wall Street Journal on
February 1, 1995................................................. *
(a)(8) Press Release issued by Parent and the Company on January 26,
1995............................................................. *
(a)(9) Press Release issued by the Company on February 9, 1995.......... *
(a)(10) Press Release issued by Parent on February 17, 1995.............. 9
(b)(1) Facilities Agreement between Cadbury Schweppes Finance Limited,
Parent, Samuel Montagu & Co. Limited, Midland Bank plc and The
Toronto-Dominion Bank, dated January 26, 1995.................... *
(b)(2) Underwriting Agreement between Kleinwort Benson Limited and
Parent, dated January 26, 1995................................... *
(c)(1) Agreement and Plan of Merger, dated as of January 25, 1995, among
Parent, Purchaser and the Company................................ *
(c)(2) Stockholders Agreement, dated as of January 25, 1995, among
Purchaser and John R. Albers, Ira M. Rosenstein, and Thomas O.
Hicks............................................................ *
(c)(3) Extract Production Agreement by and among Cadbury Beverages Inc.,
The Seven-Up Company and Dr Pepper Company....................... *
(c)(4) Post-Mix Concentrate/Syrup Royalty Agreement by and between
Cadbury Beverages Inc. and Dr Pepper Company..................... *
</TABLE>
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* Previously Filed
Page 8 of 9 pages
<PAGE>
PRESS RELEASE
CADBURY SCHWEPPES [LOGO]
Contacts:
Cadbury Schweppes, London
Chris Milburn, Director, Corporate Communications
011-4471-409-1313
Cadbury Schweppes, London
Dora McCabe, Group Public Relations Manager
011-4471-409-1313
Gavin Anderson & Company, New York
Cameron King
Tel: 212-373-0200
FOR IMMEDIATE RELEASE
Media Advisory: The following was released earlier today in London.
TENDER OFFER FOR DR PEPPER/SEVEN-UP COMPANIES, INC.
London -- February 17, 1995 -- Cadbury Schweppes plc (CADBY) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 applicable to its $33 per share cash tender offer for Dr
Pepper/Seven-Up Companies, Inc. announced on January 26, 1995, expired on
February 16, 1995.
Cadbury Schweppes' tender offer is scheduled to expire at 12 midnight, New
York City Time, on March 1, 1995.
# # #
Page 9 of 9 pages
