<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
AUGUST 18, 2000
Date of Report (Date of earliest event reported)
PEPSIAMERICAS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13914 66-0433580
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
3800 DAIN RAUSCHER PLAZA
66 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices, including Zip Code)
(612) 661-3830
(Registrant's Telephone Number, including Area Code)
<PAGE>
ITEM 5. OTHER EVENTS.
On August 18, 2000, PepsiAmericas, Inc., a Delaware corporation
("PepsiAmericas"), entered into an Agreement and Plan of Merger dated
as of August 18, 2000 (the "Merger Agreement") with Whitman
Corporation, a Delaware corporation ("Whitman"), and Anchor Merger
Sub, Inc., a Delaware corporation and wholly owned subsidiary of
Whitman ("Merger Sub"). The Merger Agreement provides for the merger
(the "Merger") of PepsiAmericas with and into Merger Sub, with Merger
Sub surviving as a wholly owned subsidiary of Whitman. Simultaneously
with the Merger, Merger Sub will be renamed "PepsiAmericas, Inc."
Pursuant to the Merger Agreement, each share of common stock, par
value $.01 per share, of PepsiAmericas outstanding immediately prior
to the Effective Time (as defined in the Merger Agreement) (other than
shares owned directly or indirectly by Whitman, which shares will be
canceled, and shares owned directly or indirectly by Dakota Holdings,
LLC or Pohlad Companies, which shares will be converted as provided in
#3 below) will be converted, at the option of the holder thereof,
into:
1. $3.80 in cash, subject to upward adjustment if the average
closing price of Whitman common stock during the 15 trading
days ending 5 days prior to the date of Whitman or
PepsiAmericas shareholder meeting to approve the
transaction, whichever occurs first, is greater than $16.07
per share or downward adjustment if the average closing
price of Whitman common stock during such period is less
than $13.15 per share; or
2. $3.80 in value of shares of Whitman common stock, subject to
adjustment under the circumstances described in #1 above; or
3. $2.80 in value of shares of Whitman common stock, plus the
right to receive up to an additional $1.50 in nominal value
of shares of Whitman common stock if the Merger Sub meets
certain EBITDA (earnings before interest, taxes,
depreciation and amortization) targets through 2002, in each
case, subject to adjustment under the circumstances
described in #1 above.
In addition, at the closing of the transaction, PepsiAmericas
shareholders electing to participate in the earnout described in #3
will have the right to purchase from Whitman in the aggregate up to
1.7 million shares of Whitman common stock at a price of $14.61 per
share. Dakota Holdings, LLC will have the right to purchase any of
these Whitman common shares not purchased by the other PepsiAmericas
shareholders.
2
<PAGE>
Upon completion of the transaction, PepsiAmericas Chief Executive
Officer, Robert Pohlad, will be elected to Whitman's Board of
Directors and will become Chief Executive Officer of Whitman.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended.
Prior to its execution, the Merger Agreement was approved by the
respective Boards of Directors of Whitman and PepsiAmericas. The
consummation of the Merger is subject, among other things, to the
approval of the Merger by the shareholders of PepsiAmericas, to the
approval of the issuance of Whitman common stock by the shareholders
of Whitman and to certain regulatory approvals. In connection with
execution of the Merger Agreement, Dakota Holdings, LLC and PepsiCo,
Inc. entered into separate voting agreements with Whitman and
PepsiAmericas, respectively, to approve the Merger and the issuance of
Whitman common stock.
Copies of the Merger Agreement, certain exhibits thereto and the joint
press release issued by Whitman and PepsiAmericas on August 21, 2000
are filed as exhibits hereto and are incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) - (b) Not applicable.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of August 18, 2000, among
Whitman Corporation, Anchor Merger Sub, Inc. and PepsiAmericas,
Inc.
99.1 Voting Agreement, dated as of August 18, 2000, between Whitman
Corporation and Dakota Holdings, LLC (in the form of Exhibit A
to the Merger Agreement).
99.2 Voting Agreement, dated as of August 18, 2000, between
PepsiCo, Inc. and PepsiAmericas, Inc. (in the form of Exhibit B
to the Merger Agreement).
99.3 Joint Press Release issued by Whitman Corporation and
PepsiAmericas, Inc. on August 21, 2000.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 24, 2000 PepsiAmericas, Inc.
By: /s/ John F. Bierbaum
-------------------------------
John F. Bierbaum
Chief Financial Officer and
Vice President
4
<PAGE>
EXHIBIT INDEX
The following is a list of the Exhibits filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of August 18, 2000, among
Whitman Corporation, Anchor Merger Sub, Inc. and PepsiAmericas, Inc.
99.1 Voting Agreement, dated as of August 18, 2000, between Whitman
Corporation and Dakota Holdings, LLC (in the form of Exhibit A to the
Merger Agreement).
99.2 Voting Agreement, dated as of August 18, 2000, between PepsiCo, Inc.
and PepsiAmericas, Inc. (in the form of Exhibit B to the Merger
Agreement).
99.3 Joint Press Release issued by Whitman Corporation and PepsiAmericas,
Inc. on August 21, 2000.
</TABLE>
5
