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COMPANY STOCKHOLDER VOTING AGREEMENT
VOTING AGREEMENT, dated as of August 18, 2000 (this "AGREEMENT"), by the
undersigned stockholder (the "STOCKHOLDER") of PepsiAmericas, Inc., a Delaware
corporation (the "COMPANY"), for the benefit of Whitman Corporation, a Delaware
corporation ("PARENT").
RECITALS
WHEREAS, Parent, Anchor Merger Sub, Inc., a Delaware corporation and a
direct wholly owned subsidiary of Parent ("MERGER SUB"), and the Company are
entering into an Agreement and Plan of Merger, dated as of August 18, 2000 (the
"MERGER AGREEMENT"), whereby, upon the terms and subject to the conditions set
forth in the Merger Agreement, each issued and outstanding share of common
stock, par value $.01 per share, of the Company ("COMPANY COMMON SHARES") not
owned directly or indirectly by Parent or the Company, will be converted, at the
option of the holder thereof, into (i) cash, (ii) shares of common stock, par
value $.01 per share, of Parent ("PARENT COMMON SHARES"), together with the
associated Rights, or (iii) Parent Common Shares, together with the associated
Rights, and Contingent Payments, if any;
WHEREAS, the Stockholder owns, beneficially or of record, that number of
Company Common Shares appearing on the signature page hereof (such Company
Common Shares, together with any other shares of capital stock of the Company
acquired by such Stockholder after the date hereof and during the term of this
Agreement, being collectively referred to herein as the "SUBJECT SHARES"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and in order to
induce Parent to enter into the Merger Agreement, the Stockholder has agreed to
enter into this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Stockholder agrees as follows:
1. COVENANTS OF STOCKHOLDER. Until the termination of the Stockholder's
obligations in accordance with SECTION 4, Stockholder agrees as follows:
(a) At the Company Stockholders' Meeting (or at any adjournment
thereof) or in any other circumstances upon which a vote, consent or other
approval with respect to the Merger or the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares in favor
of the Merger, the adoption of the Merger Agreement and the approval of the
terms thereof and each of the other transactions contemplated by the Merger
Agreement.
(b) Except as required to comply with the provisions of this
Agreement, the Stockholder shall not (i) directly or indirectly, sell,
offer to sell, grant any option for the sale of, pledge, encumber or
otherwise transfer or dispose
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of, or enter into any agreement to sell, any of the Subject Shares, (ii)
grant any proxies or powers of attorney, deposit any of the Subject Shares
into a voting trust or enter into any voting agreement or arrangement with
respect to any of the Subject Shares, or (iii) take any action that would
cause any representation or warranty of the Stockholder contained herein or
any representation or warranty of the Company contained in the Merger
Agreement to be untrue or incorrect or that would have the effect of
preventing or disabling the Stockholder from performing the Stockholder's
obligations under this Agreement.
(c) The Stockholder shall not, nor shall the Stockholder permit any
affiliate, director, officer, employee or other representative of the
Stockholder to, (i) directly or indirectly solicit, initiate or knowingly
encourage the submission of, any Takeover Proposal involving the Company,
(ii) directly or indirectly participate in any discussions or negotiations
regarding, or furnish to any person any information with respect to, or
take any other action to facilitate any inquiries or the making of any
proposal that constitutes or may reasonably be expected to lead to, any
Takeover Proposal involving the Company, or (iii) vote (or cause to be
voted) the Subject Shares in favor of any such Takeover Proposal.
(d) The Stockholder shall vote (or cause to be voted) the Subject
Shares against (i) any recapitalization, merger, consolidation, sale of
assets or other business combination or similar transaction involving the
Company or any of its Subsidiaries, securities or assets which is not
endorsed in writing by Parent and (ii) any other action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or
that could result in any of the conditions to the Company's obligations
under the Merger Agreement not being fulfilled.
(e) The Stockholder shall cooperate with Parent to support and to
consummate and make effective, in the most expeditious manner practicable,
the Merger and the other transactions contemplated by the Merger Agreement.
2. REPRESENTATIONS AND WARRANTIES. The Stockholder represents and warrants
to Parent as follows:
(a) The Stockholder owns, of record or beneficially, and has good
title to, the Subject Shares. The Stockholder does not own, of record or
beneficially, any shares of capital stock of the Company other than the
Subject Shares. The Stockholder has the sole right to vote, and the sole
power of disposition with respect to, the Subject Shares, and none of the
Subject Shares is subject to any voting trust, proxy or other agreement,
arrangement or restriction with respect to the voting or disposition of
such Subject Shares, except as contemplated by this Agreement and except
for the agreements set forth in Section 5.3 of the Company Disclosure
Statement.
(b) This Agreement has been duly executed and delivered by the
Stockholder. Assuming the due authorization, execution and delivery of this
Agreement by Parent, this
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Agreement constitutes the valid and binding agreement of the Stockholder
enforceable against the Stockholder in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general application which may affect
the enforcement of creditors' rights generally and by general equitable
principles. The execution and delivery of this Agreement by the Stockholder
does not and will not conflict with any agreement, order or other
instrument binding upon the Stockholder, nor require the Stockholder to
make or obtain any regulatory filing or approval.
3. RULE 145 AFFILIATE LETTER. The Stockholder agrees to execute and deliver
on a timely basis a Rule 145 Affiliate Letter in the form of Exhibit C to the
Merger Agreement when and if requested by Parent.
4. TERMINATION. The obligations of the Stockholder hereunder shall
terminate upon the earlier of the termination of the Merger Agreement pursuant
to Section 10.1 thereof or the Effective Time; PROVIDED, that in the event the
Merger Agreement is terminated pursuant to Section 10.1(b)(ii)(A) or 10.1(e)
thereof, the obligations of the Stockholder hereunder shall terminate 90 days
following the termination of the Merger Agreement. No such termination shall
relieve the Stockholder from any liability in connection with this Agreement
incurred prior to such termination.
5. FURTHER ASSURANCES. The Stockholder will, from time to time, execute and
deliver, or cause to be executed and delivered, such additional or further
consents, documents and other instruments as Parent may reasonably request for
the purpose of effectively carrying out the transactions contemplated by this
Agreement.
6. SUCCESSORS, ASSIGNS AND TRANSFEREES BOUND. Any successor, assignee or
transferee (including a successor, assignee or transferee as a result of the
death of the Stockholder, such as an executor or heir) shall be bound by the
terms hereof, and the Stockholder shall take any and all actions necessary to
obtain and deliver to Parent the written confirmation from such successor,
assignee or transferee that it is bound by the terms hereof.
7. REMEDIES. The Stockholder acknowledges that money damages would be both
incalculable and an insufficient remedy for any breach of this Agreement by it,
and that any such breach would cause Parent irreparable harm. Accordingly, the
Stockholder agrees that in the event of any breach or threatened breach of this
Agreement, Parent, in addition to any other remedies at law or in equity it may
have, shall be entitled, without the requirement of posting a bond or other
security, to equitable relief, including injunctive relief and specific
performance.
8. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such jurisdiction, or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
9. AMENDMENT. This Agreement may be amended only by means of a written
instrument executed and delivered by both the Stockholder and Parent.
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10. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
11. CAPITALIZED TERMS. Capitalized terms used in this Agreement that are
not defined herein shall have such meanings as set forth in the Merger
Agreement.
12. COUNTERPARTS. For the convenience of the parties, this Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
13. NO LIMITATION ON ACTIONS OF AN AFFILIATE OR ASSOCIATE OF THE
STOCKHOLDER AS DIRECTOR. In the event an affiliate or associate of the
Stockholder is a director of the Company, notwithstanding anything to the
contrary in this Agreement, nothing in this Agreement is intended or shall be
construed to require such individual to take or in any way limit any action that
such individual may take to discharge such individual's fiduciary duties as a
director of the Company.
Name: Dakota Holdings, LLC
By: /s/ Robert C. Pohlad
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(Title, if
applicable): President
Number of Company
Common Shares
owned on the date hereof: 57,078,274
Accepted and Agreed to as of the date set forth above:
Whitman Corporation
By: /s/ Steven R. Andrews
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Name: Steven R. Andrews
Title: Sr. VP
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