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Filed by PepsiAmericas, Inc.
pursuant to Rule 425 under the
Securities Act of 1933
Subject company: PepsiAmericas, Inc.
Commission File No.: 1-13914
On August 29, 2000, PepsiAmericas, Inc. issued the following press release:
FOR IMMEDIATE RELEASE CONTACT: John F. Bierbaum
Senior Vice President and CFO
612-661-3830
PepsiAmericas Served With Compliant on Whitman Transaction
MINNEAPOLIS, MN - August 29, 2000 - PepsiAmericas, Inc. (NYSE: PAS),
PepsiAmericas, Inc. announced that a purported class action lawsuit has been
filed in the District Court in Hennepin County Minnesota seeking primarily to
enjoin the merger of PepsiAmericas and Whitman Corporation. The complaint, which
was filed by Randy Cox, a purported stockholder of PepsiAmericas, names
PepsiAmericas, Dakota Holdings, LLC and the directors of PepsiAmericas as
defendants.
The complaint alleges that the consideration to be paid to the public
shareholders of PepsiAmericas in the merger is unfair and inadequate. The
plaintiff seeks, among other things, class action certification, a declaration
that the merger agreement with Whitman is unenforceable, and preliminary and
permanent injunction from proceeding with or closing the proposed merger unless
and until PepsiAmericas implements a procedure to obtain the highest price for
its shareholders.
PepsiAmericas believes that the allegations contained in the complaint are
without merit and intends to vigorously defend the action.
PepsiAmericas manufactures, distributes and markets PepsiCo soft drinks,
Seven-Up and other products in exclusive franchise territories that include
Puerto Rico, Jamaica portions of Arkansas, Iowa, Louisiana, Minnesota,
Mississippi, North Dakota, South Dakota, Tennessee and Texas. PepsiCo, Inc.
(NYSE: PEP) holds a 24 percent equity interest in PepsiAmericas.
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