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-99.8 — Confidentiality Agreement Dated February 26, 1997
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EXHIBIT 8
SEVEN-UP/RC BOTTLING COMPANY OF
SOUTHERN CALIFORNIA, INC.
3220 East 26th Street
Los Angeles, CA 90023-4298
February 26, 1997
Dr Pepper Bottling Company of Texas
2304 Century Center Blvd.
Irving, Texas 75062
Attention: Jim L. Turner
Ladies and Gentlemen:
You have requested financial and other information (the "Evaluation
Material") concerning the business and affairs of Seven-Up/RC Bottling Company
of Southern California, Inc. (the "Company") to evaluate a possible purchase of
all the issued and outstanding shares of the common stock, par value $0.01 per
share, of the Company (the "Transaction"). The term "Evaluation Material"
includes any information furnished to you or your Representatives (as defined
below) by the Company or its Representatives (whether prepared by the Company,
its Representatives or otherwise), but does not include information which (i)
was or becomes generally available to the public other than as a result of a
disclosure by you or your Representatives, or (ii) was or becomes available to
you on a nonconfidential basis from a source other than the Company or its
Representatives, provided that, to your knowledge, such source is not bound by a
confidentiality obligation to the Company. "Representatives" means, with respect
to a party, such party's and its affiliates' directors, officers, affiliates,
partners, stockholders, employees, agents or advisors. As a condition to you
and your Representatives being furnished with any Evaluation Material, you agree
as follows:
(1) You recognize and acknowledge the competitive value and confidential nature
of the Evaluation Material and the damage that could result to the Company
if information contained therein is disclosed to any third party. The
Evaluation Material will not be used by you or your Representatives in any
way detrimental to the Company, including, without limitation, in
competition with the Company.
(2) You agree that the Evaluation Material will be used solely for the purpose
of evaluating the possible Transaction. You also agree that you will keep
the Evaluation Material confidential and will not disclose any of the
Evaluation Material now or hereafter received or obtained from the Company
or any of its Representatives to any third party, without the prior written
consent of the Company. The Evaluation Material may be disclosed to your
Representatives, but only to those who need to know or review such
Evaluation Material for the purpose of evaluating the Transaction (and only
then upon the condition that such Representatives shall be informed by you
of the confidential nature of the Evaluation Material). You shall be
responsible for any breach of this Agreement or improper use of the
Evaluation Material by your Representatives.
(3) In addition, without prior written consent of the Company, you and your
Representatives will not disclose to any person (which shall include,
without limitation, any corporation, company, group, partnership or
individual) (a) that the Evaluation Material has been made available to
you, (b) that you have inspected any portion thereof or (c) that
discussions or negotiations are taking place concerning a possible
Transaction with the Company or any of the terms, conditions or other facts
with respect to any such possible Transaction, including the status
thereof.
(4) In the event that none of the Transactions contemplated by this Agreement
are consummated, or upon the Company's request, all Evaluation Material
(and all copies, extracts or other reproductions in whole or in part
thereof) shall be returned to the Company or destroyed and not retained by
you or your Representatives in any form or for any reason. You, on behalf
of you and your Representatives, agree to certify in writing to the Company
that such Evaluation Material was either destroyed or returned to the
Company.
(5) Neither you nor any or your Representatives will for a period of two years
from the date of this Agreement, without the prior written consent of the
Company's Board of Directors (a) submit any proposal, unsolicited or
otherwise, to acquire the Company, or engage in any other extraordinary
transaction involving the company, (b) other than the Transaction, acquire,
offer to acquire, or agree to acquire, directly or indirectly, by purchase
or otherwise, any voting securities or direct or indirect rights or options
to acquire any voting securities of the Company, (c) other than in
connection with the Transaction, make, or in any way participate, directly
or indirectly, in any "solicitation" of "proxies" to vote or consents (as
such terms are used in the proxy rules of the Securities and Exchange
Commission), or seek to advise or influence any person or entity with
respect to the voting of (or giving of consents with respect to) any voting
securities of the Company or (d) other than in connection with the
Transaction, otherwise act, alone or in concert with others, to seek to
control or influence the management, Board of Directors or policies of the
Company.
(6) The Company and its Representatives do not make any representations or
warranties as to the accuracy or completeness of the Evaluation Material.
(7) Notwithstanding anything to the contrary set forth herein, in the event
that you or any of your Representatives are requested or become legally
compelled (by oral questions, interrogatories, request for information or
documents, subpoena, civil investigative demand or similar process) to
disclose any of the Evaluation Material or take any other action prohibited
hereby, you will provide the Company with prompt written notice so that the
Company may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Agreement. In the event that
such protective order or other remedy is not obtained, or that the Company
waives compliance with provisions of this Agreement, you will furnish only
that
2
portion of the Evaluation Material or take only such action as is legally
required by binding order and will exercise your reasonable commercial
efforts to obtain reliable assurance that confidential treatment will be
accorded any Evaluation Material so furnished.
(8) It is understood that the Company may institute appropriate proceedings
against you to enforce its rights hereunder and that money damages may not
be a sufficient remedy for any violation of the terms of this Agreement
and, accordingly, the Company shall be entitled to specific performance and
injunctive relief as remedies for any violation. These remedies shall not
be deemed to be the exclusive remedies for a violation of the terms of this
Agreement but shall be in addition to all other remedies available to the
Company at law or equity. This Agreement shall be governed and construed
in accordance with the laws of the State of California without giving
effect to the conflicts of law provisions thereof. You hereby irrevocably
submit to the jurisdiction of any State or Federal court located in Los
Angeles, California over any action or proceeding to enforce or defend any
right, under this Agreement.
(9) This Agreement may not be assigned without the prior written consent of the
non-assigning party. Subject to the foregoing, this Agreement shall be
binding on and inure to the benefit of the parties hereto and their
respective successors and assigns.
(10) If any portion of this Agreement shall be declared invalid or
unenforceable, the remainder of this Agreement shall be unaffected thereby
and shall remain in full force and effect. This Agreement may be signed in
one or more counterparts, each of which need not contain the signature of
all parties hereto, and all of such counterparts taken together shall
constitute a single agreement. This Agreement may be amended, modified or
waived only by a separate writing by the Company and you. No course of
dealing between the parties shall be deemed to modify or amend any
provision of this Agreement and no delay by the Company in the exercise (or
partial exercise) of any of its rights and remedies shall operate as a
waiver thereof.
(11) This Agreement will terminate upon the earlier to occur of (i) the purchase
of shares of capital stock of the Company by you in a tender offer that is
part of the Transaction, (ii) the acquisition of shares of capital stock of
the Company by you in a merger that is part of the Transaction, or (iii)
the second anniversary of the date hereof.
(12) This Agreement supersedes all prior agreements and understandings between
the parties with respect to the subject matter hereof.
* * * *
3
Please acknowledge your agreement to the foregoing by countersigning
this letter in the place provided below.
Very truly yours,
SEVEN-UP/RC BOTTLING COMPANY
OF SOUTHERN CALIFORNIA, INC.
By: /s/ Bart S. Brodkin
-------------------
Name: Bart S. Brodkin
Title: Chairman
Agreed to and Accepted:
DR PEPPER BOTTLING
COMPANY OF TEXAS
By: /s/ Jim L. Turner
-----------------
Name: Jim L. Turner
Title: Chairman
Dates Referenced Herein and Documents Incorporated by Reference
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