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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 31, 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.
Whitman Corporation and PepsiAmericas, Inc. announced that a
purported class action lawsuit has been filed in the Court of
Chancery of Delaware with respect to the proposed merger of
PepsiAmericas and Whitman Corporation. The complaint, which was
filed by a purported stockholder of PepsiAmericas, names
PepsiAmericas, the directors of PepsiAmericas, Dakota Holdings,
LLC, and Whitman Corporation as defendants.
The complaint alleges that the consideration to be paid to the
public shareholders of PepsiAmericas in the merger is unfair and
inadequate and that the transaction serves the interests of PepsiCo
to the detriment of PepsiAmericas' minority public shareholders.
The plaintiff seeks, among other things, class action
certification, a preliminary and permanent injunction against
consummation of the proposed merger, and rescission or damages
should the transaction be consummated.
Whitman Corporation and PepsiAmericas believe that the allegations
contained in the complaint are without merit and intend 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: September 7, 2000 PepsiAmericas, Inc.
By: /s/ John F. Bierbaum
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John F. Bierbaum
Chief Financial Officer
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