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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 1995
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10064 75-2233365
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
8144 Walnut Hill Lane, Dallas, Texas 75231-4372
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (214) 360-7000
Not Applicable
(Former name or former address if changed from last report)
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Item 1. Changes in Control of Registrant
On March 2, 1995, Cadbury Schweppes plc, a company organized under the
laws of England ("Parent"), completed its previously announced tender offer
(the "Offer") for all the 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"). The Offer was made pursuant to the
Agreement and Plan of Merger, dated as of January 25, 1995 (the "Merger
Agreement"), among Parent, DP/SU Acquisition Inc., a Delaware corporation
and an indirect wholly owned subsidiary of Parent ("Purchaser"), and the
Company.
45,387,980 shares of Common Stock were purchased by Purchaser pursuant
to the Offer. As a result of such purchase and the prior acquisition of
shares of Common Stock, Purchaser and other subsidiaries of Parent own
approximately 98.70% of the issued and outstanding shares of the Common
Stock. The total amount of funds required to purchase such shares of
Common Stock at $33.00 per share was approximately $1.498 million.
Purchaser obtained all of such funds from Parent and its affiliates.
Parent and its affiliates provided such funds from: (a) the net proceeds of
a rights offering to holders of Ordinary Shares of Parent of one unit of
non-interest bearing convertible unsecured loan stock for every seven
Ordinary Shares held of record on January 30, 1995; (b) existing credit
facilities (the "Credit Facilities") provided by Midland Bank plc and The
Toronto-Dominion Bank (the "Banks") under a Facilities Agreement dated
January 26, 1995; and (c) an underwritten enhanced scrip dividend
alternative.
The Credit Facilities are comprised of two separate committed
unsecured revolving credit facilities which Parent established with the
Banks as arrangers and as lenders. The commitments under the Credit
Facilities are for a $1.0 billion facility available to be used for general
corporate purposes (including financing of acquisitions) of Parent and its
subsidiaries, and a $1.4 billion facility available to be used as short-
term bridge financing, pending the availability of long-term financing,
which is to operate as a revolving credit facility until January 25, 1996,
and thereafter (to the extent that any advance or advances are outstanding
on that date) as a term loan. The final repayment date for both Credit
Facilities is January 26, 1998. The rate of interest applicable to
advances made under the Credit Facilities is a rate equal to the London
Interbank Offered Rate for the relevant interest period plus a margin of
0.225 percent per annum. Commitment fees are payable on the undrawn and
uncancelled portions of the Credit Facilities.
Upon the approval and adoption of the Merger Agreement by the
affirmative vote of the stockholders of the Company to the extent required
by the laws of the State of Delaware, a wholly owned subsidiary of
Purchaser will merge (the "Merger") with the Company, and each
share of Common Stock (other than shares held in the treasury of the
Company, or owned by Parent or any of its subsidiaries or held by
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stockholders who have filed with the Company a written objection to the
Merger and have not voted in favor of the Merger and who have properly
demanded in writing and perfected appraisal for such shares in accordance
with the laws of the State of Delaware) shall be automatically converted
into the right to receive $33.00 in cash, without interest. A meeting of
the stockholders of the Company will be held as soon as practicable for the
purpose of obtaining such approval.
Pursuant to the Merger Agreement, on March 2, 1995, three designees of
Parent, John F. Brock, David A. Gerics, and Henry A. Udow, were
appointed to the Board of Directors (the "Board") of the Company. Also on
such date, all other members of the Board resigned. As a result, the Board
is comprised solely of designees of Parent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DR PEPPER/SEVEN-UP COMPANIES, INC.
(Registrant)
By /s/ Nelson A. Bangs
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Nelson A. Bangs
Vice President, Secretary & General Counsel
Date: March 17, 1995
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