<PAGE>
[LETTERHEAD OF 7UP/RC BOTTLING COMPANY APPEARS HERE]
SUPPLEMENT TO INFORMATION STATEMENT
PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS SUPPLEMENT.
This Supplement to Information Statement supplements the Information
Statement previously mailed on or about March 14, 1997, to holders of record of
the Common Stock, par value $0.01 per share ("Share", collectively the "Shares"
or the "Common Stock") of Seven-Up/RC Bottling Company of Southern California,
Inc., a Delaware corporation (the "Company"), at the close of business on or
about February 28, 1997, in connection with the tender offer commenced by Dr
Pepper Bottling Company of Texas, a Texas corporation ("Parent"), and its
subsidiary, DPB Acquisition Corp., a Delaware corporation ("Purchaser"), to
purchase all outstanding Shares on the terms and subject to the conditions set
forth in the Offer to Purchase, dated March 7, 1997 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which, together with the Offer to
Purchase and any amendments or supplements thereto, collectively constitute the
"Offer"). The Offer was disclosed in a Tender Offer Statement on Schedule 14D-
1, dated March 7, 1997, which was filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended, and the rules promulgated by the Commission thereunder. The Offer
is being made by Purchaser pursuant to the Agreement and Plan of Merger, dated
as of February 28, 1997 (the "Merger Agreement"), by and among the Company,
Parent, and Purchaser.
Pursuant to the Merger Agreement, Parent and Purchaser commenced the Offer on
March 7, 1997. The Offer is scheduled to expire at 12:00 midnight, New York
City time, on Thursday, April 3, 1997, unless the Offer is extended in
accordance with its terms.
The following table restates information concerning the compensation of the
Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company, as of December 31, 1996, whose
annual compensation for the fiscal year ended December 31, 1996 exceeded
$100,000, for services in all capacities to the Company and its subsidiaries
during each of the fiscal years ended December 31, 1994, 1995, and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(/1/)
------------------ ---- -------- -------- -----------------
<S> <C> <C> <C> <C>
Bart S. Brodkin....................... 1996 $316,098 $667,083 $ 9,091
Director, Chief Executive Officer, 1995 300,000 54,000 7,933
and President 1994 275,580 53,573 12,120
Roy S. Breneman....................... 1996 $127,824 $115,325 $ 5,400
Chief Sales and Marketing Officer, 1995 138,960 -- 14,785
and Executive Vice President 1994 133,920 -- 17,740
Louis Janicich........................ 1996 $129,600 $116,856 $16,880
Senior Vice President of Human 1995 128,295 -- 165,413(/2/)
Resources and Secretary 1994 123,660 -- 22,421
Richard Ferguson...................... 1996 $ 94,271 $ 78,333 $ 6,000
Chief Financial Officer and 1995 77,100 -- --
Executive Vice President 1994 75,120 -- --
F.L. Joseph Chalmers.................. 1996 $117,060 $ 83,465 $ 3,720
Senior Vice President of Operations 1995 110,685 -- 3,720
1994 106,680 -- 3,720
</TABLE>
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(1) Represents amounts paid by the Company for life insurance premiums,
automobile reimbursement and employer matched 401(k) payments. Includes
contributions by the Company to the Company's target benefit defined
contribution plan on behalf of each of the named executives for 1994.
Contributions by the Company under this plan on behalf of the named
executives for 1995 and 1996 have not yet been calculated.
(2) Includes funds received from termination of the 401-E program that were
previously reported as bonus for this employee.
