Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 17 96K
2: EX-99.1 Agreement and Plan of Merger 57 186K
11: EX-99.10 Letter to Stockholders 1 9K
12: EX-99.11 Option of Houlihan, Lokey, Howard & Zukin 3 15K
3: EX-99.2 Second Amended & Restated Mgmt. Agreement 15 55K
4: EX-99.3 Management Agreement - Rick Ferguson 8 33K
5: EX-99.4 Management Agreement - Roy Breneman 6 26K
6: EX-99.5 Form of Option Agreement Dated February 3, 1997 8 34K
7: EX-99.6 1996-97 Stock Option 8 36K
8: EX-99.7 Form of Option Agreement Dated February 4, 1997 8 32K
9: EX-99.8 Confidentiality Agreement Dated February 26, 1997 4 17K
10: EX-99.9 Press Release 2± 9K
EX-99.10 — Letter to Stockholders
| EX-99.10 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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[LOGO OF SEVEN UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA INC.]
March 7, 1997
To Our Stockholders:
On behalf of the Board of Directors of Seven Up/RC Bottling Company of
Southern California, Inc. (the "Company"), we are pleased to inform you that on
February 28, 1997, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Dr Pepper Bottling Company of Texas and DPB
Acquisition Corp. (the "Purchaser"). Pursuant to the Merger Agreement, the
Purchaser has today commenced a cash tender offer (the "Offer") to purchase all
of the issued and outstanding shares of Common Stock of the Company (the
"Shares") at $12.00 net per Share in cash (the "Offer Consideration").
Pursuant to the terms and conditions of the Merger Agreement, the Offer will
be followed by a merger of the Company and the Purchaser whereby each Share
will be converted into the right to receive the Offer Consideration.
THE COMPANY'S BOARD OF DIRECTORS HAS APPROVED THE OFFER AND MERGER AND HAS
UNANIMOUSLY DETERMINED THAT THE OFFER AND MERGER ARE FAIR TO AND IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY TENDER THEIR SHARES
PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the attached Schedule 14D-9 that is
being filed today with the Securities and Exchange Commission, including the
written opinion dated February 28, 1997 of Houlihan, Lokey, Howard and Zukin,
Inc., the Company's financial advisor, to the effect that, as of such date and
based upon and subject to certain matters stated therein, the consideration to
be received by holders of Shares (other than the Purchaser and its affiliates)
pursuant to the terms of the Merger Agreement is fair to such holders from a
financial point of view. The Schedule 14D-9 contains other important
information relating to the Offer, and you are encouraged to read the Schedule
14D-9 carefully.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated March 7, 1997, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer. These
documents state the terms and conditions of the Offer and provide instructions
as to how to tender your Shares. We urge you to read these documents carefully
in making your decisions with respect to tendering your Shares pursuant to the
Offer.
On behalf of the Board of Directors,
/S/ Bart S. Brodkin
Bart S. Brodkin Chairman of the Board,
President and Chief Executive Officer
Dates Referenced Herein and Documents Incorporated by Reference
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