- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 7)
(FINAL AMENDMENT)
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------
SCHEDULE 13D/A
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)
-------------------
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Name of Subject Company)
-------------------
DP/SU ACQUISITION INC.
AND
CADBURY SCHWEPPES PLC
(Bidder)
-------------------
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
-------------------
256131 30 1
(CUSIP Number of Class of Securities)
-------------------
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)
-------------------
COPY TO:
ALFRED J. ROSS, JR., ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
March 2, 1995
Page 1 of 10 pages
An Exhibit Index appears on page 9
<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
61,706,376
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / /
9 Percent of Class Represented by Amount in Row (7)
approximately 99%
10 Type of Reporting Person (See Instructions)
CO
</TABLE>
Page 2 of 10 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
61,706,376
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / /
9 Percent of Class Represented by Amount in Row (7)
approximately 99%
10 Type of Reporting Person (See Instructions)
CO
</TABLE>
Page 3 of 10 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
DP/SU ACQUISITION 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
61,706,376
8 Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) / /
9 Percent of Class Represented by Amount in Row (7)
approximately 99%
10 Type of Reporting Person (See Instructions)
CO
</TABLE>
Page 4 of 10 pages
<PAGE>
This Amendment No. 7 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 (as amended prior to the date hereof, the "Schedule 14D-1") and
Amendment No. 14 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding to the end thereof
the following:
At 12:00 midnight, New York City time, on Wednesday, March 1, 1995, the
Offer expired. Based on a preliminary count, approximately 46,085,630 Shares
were tendered pursuant to the Offer, of which 1,775,823 were tendered pursuant
to notices of guaranteed delivery. On March 2, 1995, effective as of 12:01 a.m.,
all Shares validly tendered and not withdrawn prior to the expiration of the
Offer were accepted for payment. The acceptance of such tendered Shares resulted
in Parent and its subsidiaries owning approximately 99% of the Shares. A copy
of a press release announcing the expiration of the Offer and the acceptance
of validly tendered Shares is attached hereto as Exhibit (a)(12) 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)(12) Press Release issued by Parent on March 2, 1995 relating to the
expiration of the Offer.
Page 5 of 10 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
March 2, 1995
Page 6 of 10 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
March 2, 1995
Page 7 of 10 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
March 2, 1995
Page 8 of 10 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
- -------- ---------------
<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.............. *
(a)(11) Press Release issued by Parent on February 27, 1995.............. *
(a)(12) Press Release issued by Parent on March 2, 1995.................. 10
(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>
- --------------------
* Previously Filed
Page 9 of 10 pages
<PAGE>
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
United States
Gavin Anderson & Company
212-373-0200
David Jackson or Cameron King
Media Advisory: The following was released earlier today in
London.
FOR IMMEDIATE RELEASE
CADBURY SCHWEPPES PUBLIC LIMITED COMPANY
COMPLETION OF TENDER OFFER
FOR
DR PEPPER/SEVEN-UP COMPANIES, INC.
London, March 2, 1995 -- The Board of Cadbury Schweppes (NASDAQ:
CADBY) announced that it has completed its cash tender offer for
the outstanding shares of common stock of Dr Pepper/Seven-Up
Companies, Inc. ("Dr Pepper/Seven-up"). The tender offer
expired, as scheduled, at 12:00 Midnight, New York City time, on
Wednesday, March 1, 1995. Based on a preliminary count, 46,085,630
shares of Dr Pepper/Seven-Up were tendered (including 1,775,823
shares subject to guarantee of delivery) and accepted for payment
at a price of $33 per Share.
The acceptance of these shares in the tender offer results in
Cadbury Schweppes' ownership of approximately 99.9 percent of
the outstanding common stock of Dr Pepper/Seven-Up on a fully
diluted basis.
In the proposed second step of the acquisition, a subsidiary of
Cadbury Schweppes would merge with and into Dr Pepper/Seven-Up
and each share of Dr Pepper/Seven-Up common stock not previously
purchased in the tender offer would be converted into the right to
receive $33 in cash. Under applicable law, the proposed merger
is subject to the approval of the remaining outstanding
shareholders of Dr Pepper/Seven-Up. A meeting of the
shareholders of Dr Pepper/Seven-Up will be held as soon as
practicable for the purpose of obtaining such approval.
* * *
Page 10 of 10 pages
