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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
AUGUST 23, 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 (Commission (IRS Employer
of 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)
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ITEM 5. OTHER EVENTS.
PepsiAmericas 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 in the complaint are
without merit and intends to vigorously defend the action.
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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 29, 2000 PepsiAmericas, Inc.
By: /s/ Robert C. Pohlad
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Robert C. Pohlad
Chief Executive Officer
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