Filed by Whitman Corporation
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: PepsiAmericas, Inc.
Commission File No.: 1-13914
On September 6, 2000, Whitman Corporation Issued The Following Press
Release:
NEWS RELEASE
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, IL 60008
(847) 818-5000
FOR IMMEDIATE RELEASE
CHICAGO (September 6, 2000) - Whitman Corporation and PepsiAmericas, Inc.
announced today 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.
CONTACT:
Charles H. Connolly John Bierbaum
Whitman Corporation PepsiAmericas, Inc.
(847) 818-5014 (612) 661-3830
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