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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. 2)
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. 9)
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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 10, 1995
Page 1 of 13 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 13 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 13 pages
<PAGE>
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") and Amendment No. 9 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 9, 1995, the Company issued a press release setting forth,
among other things, its net sales and operating profit for the year and
quarter ended December 31, 1994 and its Consolidated Statements of Operations
of the Company and Subsidiaries for the quarters and twelve months ended
December 31, 1994 and 1993. A copy of such press release is attached hereto
as Exhibit (a)(9) and is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following Exhibit:
(a)(9) Press Release issued by the Company on February 9, 1995.
Page 4 of 13 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 10, 1995
Page 5 of 13 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 10, 1995
Page 6 of 13 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 10, 1995
Page 7 of 13 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.......... 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 13 pages
[Dr Pepper/ News Release
Seven-Up Logo] -----------------------------------------------------------------
Dr Pepper/Seven-Up Companies, Inc. P.O. Box 655086, Dallas, Texas
75265-5086 (214)360-7000
For further information contact
Jim Ball: 214/360-7812 FOR IMMEDIATE RELEASE
DR PEPPER/SEVEN-UP COMPANIES, INC. REPORTS RECORD 4TH QUARTER
AND 12-MONTH RESULTS FOR SALES AND OPERATING PROFIT;
NUMBER ONE NON-COLA FIRM CONTINUES TO OUTGROW INDUSTRY
DALLAS, TX (February 9, 1995) -- Dr Pepper/Seven-Up Companies, Inc. (NYSE:
DPS) today reported record net sales and operating profit for the year and
quarter ended December 31, 1994. Based on bottler reported case sales,
corporate volume rose 7% versus 1993, sustaining the company's position as the
industry's largest non-cola maker and fastest-growing major carbonated soft
drink enterprise.
Fourth quarter and 12 months earnings per share before preferred stock
redemption and an extraordinary charge were $.21 and $1.16, respectively. On a
comparative fully taxed basis, this represents growth of 31% and 29% over the
fourth quarter and 12 months of last year. Reported net income per share,
reflecting preferred stock redemption and an extraordinary charge for the
quarter and 12 months, was $.18 and $.96, respectively.
Net sales in the fourth quarter of $184.0 million were up 10.1% compared
to $167.2 million in the same quarter the previous year. Operating profit
increased 24.3% to $47.8 million compared to $38.4 million for the fourth
quarter in 1993.
Net sales for 1994 increased 8.7% to $769.0 million compared to $707.4
million in 1993. Operating profit grew 11.2% to $203.6 million versus $183.0
million last year. Operating cash flow for the year increased 9.2% to $219.6
million.
Page 9 of 13 pages
<PAGE>
The company's preliminary unaudited financial results were released
February 1, 1995 in conjunction with the commencement of the tender offer of
Cadbury Schweppes plc to acquire all issued and outstanding shares of common
stock of Dr Pepper/Seven-Up Companies, Inc. not already owned by Cadbury at a
price of $33.00 per share. The offer expires at midnight (New York City time)
Wednesday, March 1, 1995 unless otherwise extended. As anticipated, there were
no changes to the previously released unaudited financial results for 1994.
Reported net income for the year reflects an extraordinary charge
of $11.2 million resulting from the company's open market purchases of
$79.4 million accreted value of its 11 1/2% Senior Subordinated Discount
Notes due 2002. Earnings per share calculations as reported also reflect the
impact of a $1.9 million adjustment to equity pertaining to the redemption on
August 31, 1994 of the remaining $1.375 Senior Exchangeable Preferred Stock of
Dr Pepper/Seven-Up Corporation, a wholly-owned subsidiary of the company.
Net income for the 12 months of 1993, before an extraordinary charge of
$16.2 million, was $94.1 million, or $1.46 per share. The extraordinary charge
is primarily related to costs of retiring a portion of outstanding debt with
proceeds from the company's public offering of common stock in January 1993.
Net income after the extraordinary charge was $1.21 per share. Although tax
loss carryforwards for financial reporting purposes were utilized last year,
significant carryforwards are still available for the reduction of tax payments.
"By every measurement, our company strengthened its leadership position
as the number one producer and marketer of non-cola carbonated soft drinks
in America," said Chairman, President and Chief Executive Officer John R.
Albers. "We continue to outpace industry growth which is being acknowledged
by industry analysts to have been about 4 percent."
"We achieved a management mission in 1994 to increase volume, net sales,
operating profit and operating cash flow. Our debt reduction plan also
remained on target last year. Since the company went public two years ago, our
debt has fallen from about $1.2 billion to $800 million at year-end 1994.
Paralleling that success story is the fact that strong sales and corporate
brands' share gains are providing more than sufficient cash flow to support
our growth goals."
Page 10 of 13 pages
<PAGE>
Albers attributed the company's core brand growth to strong sales
in grocery and foodservice channels. Foodservice volume through more than
120,000 nationwide restaurant and vending outlets increased for the 12th
consecutive year, up 9% compared to 1993.
"A record fourth quarter volume performance ensured that 1994 was our
third straight year of aggressive growth for Dr Pepper USA, Seven-Up USA and
our foodservice division," he added. "Our brands in all channels of distribution
now account for about 11.6%, or $5.8 billion of the $50 billion carbonated
soft drink business."
"No other soft drink company grew as fast in 1994 on Nielsen tracking as
did ours. Year-end Nielsen data showed that Dr Pepper growth doubled that of the
industry while Seven-Up brands grew 8.7% better than the industry in large
supermarkets. Growth in total food stores for Dr Pepper and Seven-Up brands
was 1 1/2 times better than the industry while volume in the mass merchandiser
channel was up 86%, almost double the industry figure of 44 percent."
Albers also noted that corporate brands' growth for the company in all
channels of selling was higher than any major competitor. Channels of U.S.
soft drink distribution measured by Nielsen include food stores (over and
under $2 million annual sales) convenience store chains, gas convenience,
gas minimart, drug stores and mass merchandisers.
"Quality marketing programs and superb execution at the retail level
by our bottler and foodservice partners made 1994 a banner year," Albers
concluded. "I am highly confident that our sales and marketing teams, in
concert with our bottlers, foodservice operators and wholesale brokers,
will continue the momentum necessary to grow our brands in 1995."
Page 11 of 13 pages
<PAGE>
Through its operating subsidiaries, Dr Pepper/Seven-Up Companies, Inc.
manufactures, sells and distributes soft drink extracts, concentrates and
fountain syrups. The company's brands include Dr Pepper, Diet Dr Pepper,
Caffeine Free Dr Pepper, Caffeine Free Diet Dr Pepper, 7UP, Diet 7UP,
Cherry 7UP and Diet Cherry 7UP, Welch's carbonated soft drinks and IBC Root
Beer. Dr Pepper, formulated in 1885, is the oldest nationally distributed soft
drink brand. 7UP has been a market leader in the lemon-lime category of the
soft drink industry since 1929.
Page 12 of 13 pages
<PAGE>
DR PEPPER/SEVEN-UP COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS AND TWELVE MONTHS ENDED DECEMBER 31, 1994 AND 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOURTH QUARTER TWELVE MONTHS
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1994 1993 1994 1993
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<S> <C> <C> <C> <C>
Net sales..................................... $183,957 167,152 769,015 707,378
Cost of sales................................. 28,895 26,722 127,650 115,981
-------- -------- -------- --------
Gross profit.............................. 155,062 140,430 641,365 591,397
-------- -------- -------- --------
Operating expenses:
Marketing................................... 95,317 89,666 391,806 362,484
General and administrative.................. 8,703 8,617 32,890 30,816
Amortization of intangible assets........... 3,275 3,711 13,103 15,077
-------- -------- -------- --------
Total operating expenses.................. 107,295 101,994 437,799 408,377
-------- -------- -------- --------
Operating profit.......................... 47,767 38,436 203,566 183,020
-------- -------- -------- --------
Other income (expense):
Interest expense............................ (25,292) (19,934) (80,452) (85,560)
Preferred stock dividends of subsidiaries... -- (436) (1,308) (1,744)
Other, net.................................. 256 (59) 484 495
-------- -------- -------- --------
Total other income (expense).............. (25,036) (20,429) (81,276) (86,809)
-------- -------- -------- --------
Income before income taxes and
extraordinary item...................... 22,731 18,007 122,290 96,211
Income tax expense (benefit).................. 8,518 (3,540) 44,591 2,087
-------- -------- -------- --------
Income before extraordinary item.......... 14,213 21,547 77,699 94,124
Extraordinary item--extinguishments of debt... 1,839 219 11,180 16,199
-------- -------- -------- --------
Net income................................ $ 12,374 21,328 66,519 77,925
-------- -------- -------- --------
-------- -------- -------- --------
Income per common share:
Before extraordinary item................... $ 0.21 0.32** 1.13* 1.46**
Extraordinary item.......................... (0.03) 0.00 (0.17) (0.25)
-------- -------- -------- --------
Net income................................ $ 0.18 0.32 0.96 1.21
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average shares outstanding........... 67,152 66,820 67,005 64,621
-------- -------- -------- --------
-------- -------- -------- --------
Operating cash flow:
Operating profit............................ $ 47,767 38,436 203,566 183,020
Depreciation................................ 706 720 2,925 2,969
Amortization................................ 3,275 3,711 13,103 15,077
-------- -------- -------- --------
Operating cash flow....................... $ 51,748 42,867 219,594 201,066
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
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* Twelve months earnings per share before preferred stock redemption was $1.16.
** Fully taxed earnings for the fourth quarter and twelve months of 1993 would
have been $0.16 and $0.90 per share respectively.
Page 13 of 13 pages
