SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1 )*
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WHITMAN CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE, AND ASSOCIATED PREFERRED
SHARE PURCHASE RIGHTS
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(Title of Class of Securities)
96647R107
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(CUSIP Number)
JOHN F. BIERBAUM
60 SOUTH SIXTH STREET
SUITE 3800
MINNEAPOLIS, MN 55402
(612) 661-3830
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 29, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
(Continued on following pages)
Page 1 of 8
CUSIP No. 96647R107 13D Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAKOTA HOLDINGS, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
AF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(7) SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,562,970**
EACH
REPORTING --------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
14,562,970**
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,562,970**
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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(14) TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes a warrant to purchase 377,128 shares of Whitman common stock.
CUSIP No. 96647R107 13D Page 3 of 8 Pages
--------- --- ---
-------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
POHLAD COMPANIES
-------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
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(7) SOLE VOTING POWER
102
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,562,970**
EACH
REPORTING --------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH
102
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
14,562,970**
-------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,563,072**
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
-------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes a warrant to purchase 377,128 shares of Whitman common stock.
CUSIP No. 96647R107 13D Page 4 of 8 Pages
--------- --- ---
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PEPSICO, INC.
-------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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(3) SEC USE ONLY
-------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NORTH CAROLINA
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(7) SOLE VOTING POWER
54,794,115
NUMBER OF --------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 14,562,970**
EACH
REPORTING --------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH
54,794,115
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
14,562,970**
-------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,357,085**
-------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.5%
-------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes a warrant to purchase 377,128 shares of Whitman common stock.
PRELIMINARY STATEMENT
Dakota Holdings, LLC (the "LLC"), Pohlad Companies ("Pohlad") and
PepsiCo, Inc. ("PepsiCo") (the "Reporting Persons") hereby amend their statement
on Schedule 13D, originally filed on December 11, 2000 (the "Schedule 13D"),
with respect to their beneficial ownership of shares of common stock, par value
$0.01 per share, and associated preferred purchase rights, of Whitman
Corporation (the "Company" or "Whitman"), which class of shares is registered
under Section 12(b) of the Securities Exchange Act of 1934, as amended. The
Reporting Persons hereby amend Items 2 and 6 of Schedule 13D, and restate Items
3, 4, 5 and 7 of Schedule 13D, as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The LLC's members are Pohlad, Beverages, Foods & Service Industries,
Inc., a Delaware corporation ("BFSI"), which is a wholly owned subsidiary of
PepsiCo, Pepsi-Cola Metropolitan Bottling Co., Inc., a New Jersey corporation
("Metro"), which is also a wholly owned subsidiary of PepsiCo, Beverage
Investment, LLC, a Minnesota limited liability company, a company under common
control with Pohlad ("Beverage Investment"), and Midwest Beverage Holdings, LLC,
a Minnesota limited liability company, which is also a company under common
control with Pohlad ("Midwest"). Robert C. Pohlad, the Chief Executive Officer
and a director of Whitman, is the President of Pohlad and the owner of one-third
of the stock of Pohlad. The LLC is governed by the Amended and Restated Limited
Liability Company Agreement, dated November 30, 2000, as amended, by and among
Pohlad, BFSI, Metro, Beverage Investment, Midwest and PepsiCo (the "LLC
Agreement"). Copies of the First and Second Amendments to the LLC Agreement are
attached hereto as Exhibits E and F.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 30, 2000, PepsiAmericas, Inc. ("PepsiAmericas") merged into
a wholly owned subsidiary of Whitman pursuant to an Agreement and Plan of Merger
dated August 18, 2000 (the "Merger"). In connection with the Merger, Whitman
agreed to sell an aggregate of up to 1,710,863 shares of its common stock, at a
price of $14.6125 per share, to the PepsiAmericas shareholders who participated
in the contingent payment alternative and wished to purchase such shares (the
"Subscription Shares"). The LLC had the right to purchase any Subscription
Shares that were not purchased by the PepsiAmericas shareholders initially
entitled to purchase them. Also in connection with the Merger, Pohlad separately
negotiated the right to acquire from PepsiCo up to $25 million of Whitman common
stock at a price of $14.6125 per share.
This amendment is filed to reflect (1) the acquisition of 1,707,551
Subscription Shares by the LLC in exchange for $24,951,588.99 in cash paid to
Whitman and (2) the acquisition of a membership interest in the LLC by Midwest
in exchange for $24,998,685.08 in cash paid to Metro. Pursuant to the
transaction between Midwest and Metro, Pohlad effectively acquired approximately
$25 million of Whitman common stock from PepsiCo.
ITEM 4. PURPOSE OF TRANSACTION.
The transactions described herein were effected in connection with
the Merger. Upon the effectiveness of the Merger, Robert C. Pohlad became the
Chief Executive Officer and a director
Page 5 of 8
of Whitman, Kenneth E. Keiser became the President and Chief Operating
Officer of Whitman's United States operations, John F. Bierbaum became the
Executive Vice President of Corporate Growth and Strategic Planning of
Whitman, G. Michael Durkin became the Senior Vice President and Chief
Financial Officer of Whitman, and Larry Young became the President and Chief
Operating Officer of Whitman's International Operations.
Due to the LLC's election of the contingent payment alternative in the
Merger, it has the right to receive in the future up to 6,669,747 shares of
Whitman common stock if PepsiAmericas meets certain performance levels for the
years 2000 through 2002. Due to Pohlad's election of the contingent payment
alternative in the Merger, it has the right to receive in the future up to 54
additional shares of Whitman common stock if PepsiAmericas meets the specified
performance levels.
Other than as described above, the reporting persons have no plans or
proposals that relate to or would result in the actions listed under Items
4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 29, 2000, (1) the LLC beneficially owned 14,562,970
shares (9.3%), including 377,128 shares which the LLC has a right to acquire
upon exercise of a warrant, (2) Pohlad beneficially owned 14,563,072 shares
(9.3%), including the shares beneficially owned by the LLC and 102 shares owned
directly by Pohlad, and (3) PepsiCo beneficially owned 69,357,085 (44.5%),
including the shares beneficially owned by the LLC, 54,000,000 shares owned
directly by PepsiCo and 794,115 shares owned by Midland Bottling Co., a wholly
owned subsidiary of PepsiCo.
(b) The responses of each reporting person to Items (7) through (10) on the
cover pages of this Schedule 13D are incorporated herein by reference. By virtue
of their interest in the LLC, Pohlad and PepsiCo may be deemed to beneficially
own the shares held by the LLC. Such shares are included in the beneficial
ownership totals of Pohlad and PepsiCo presented above.
(c) See Item 3.
(d) Not applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the First Amendment to the LLC Agreement, Midwest became a
member of the LLC. The LLC is governed by the LLC Agreement, as amended, by and
among Pohlad, BFSI, Metro, Beverage Investment, Midwest and PepsiCo. Copies of
the First and Second Amendments to the LLC Agreement are attached hereto as
Exhibits E and F.
Page 6 of 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Amended and Restated Limited Liability Company Agreement
of Dakota Holdings, LLC, dated November 30, 2000.*
Exhibit B - Amended and Restated Shareholder Agreement, between
Whitman Corporation and PepsiCo., Inc., dated
November 30, 2000.*
Exhibit C - Shareholder Agreement, between Whitman Corporation,
Pohlad Companies, Dakota Holdings, LLC and
Robert C. Pohlad, dated November 30, 2000.*
Exhibit D - Membership Interest Purchase Agreement, by and between
Pepsi-Cola Metropolitan Bottling Company, PepsiCo,
Inc., and Midwest Beverage Holdings, LLC, dated
December 27, 2000.
Exhibit E - First Amendment to the Amended and Restated Limited
Liability Company Agreement of Dakota Holdings, LLC,
dated December 27, 2000.
Exhibit F - Second Amendment to the Amended and Restated Limited
Liability Company Agreement of Dakota Holdings, LLC,
dated December 29, 2000.
Exhibit G - Agreement to File Joint Statement on Schedule 13D, dated
January 2, 2001.
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* Previously filed.
Page 7 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DAKOTA HOLDINGS, LLC
By Its Members:
POHLAD COMPANIES
Dated: January 2, 2001 By: /s/ John F. Bierbaum
---------------------
John F. Bierbaum, Vice President and
Chief Financial Officer
BEVERAGES, FOODS & SERVICE INDUSTRIES, INC.
Dated: January 2, 2001 By: /s/ Robert K. Biggart
------------------------
Robert K. Biggart, Vice President
PEPSI-COLA METROPOLITAN BOTTLING CO., INC.
Dated: January 2, 2001 By: /s/ W. Timothy Heaviside
-------------------------
W. Timothy Heaviside, Vice President
BEVERAGE INVESTMENT, LLC
Dated: January 2, 2001 By: /s/ John F. Bierbaum
----------------------
John F. Bierbaum, Vice President
MIDWEST BEVERAGE HOLDINGS, LLC
Dated: January 2, 2001 By: /s/ John F. Bierbaum
----------------------
John F. Bierbaum, Vice President
POHLAD COMPANIES
Dated: January 2, 2001 By: /s/ John F. Bierbaum
---------------------
John F. Bierbaum, Vice President and
Chief Financial Officer
PEPSICO, INC.
Dated: January 2, 2001 By: /s/ W. Timothy Heaviside
-------------------------
W. Timothy Heaviside, Vice President
Page 8 of 8