Seven Up RC Bottling Company of Southern California Inc – ‘SC 14D9’ on 3/7/97 re: Seven Up RC Bottling Company of Southern California Inc – EX-99.9

As of:  Friday, 3/7/97   ·   Accession #:  940180-97-210   ·   File #:  5-46863

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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-99.9   —   Press Release

EX-99.9
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                                                         EXHIBIT 9

DR. PEPPER BOTTLING COMPANY OF TEXAS TO ACQUIRE   
SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.   
FOR $12.00 PER SHARE  

     Dallas, Texas, March 3, 1997 --- Dr. Pepper Bottling Company of Texas
and Seven-Up/RC Bottling Company of Southern California, Inc. announced today   
that they have entered into a definitive merger agreement providing for the     
acquisition of Seven-Up/RC by Dr. Pepper Bottling at a price of $12.00 per      
share. The agreement provides that DPB Acquisition Corp., a newly-formed        
wholly-owned subsidiary of Dr. Pepper Bottling, will commence a cash tender     
offer for all of the issued and outstanding shares of common stock of           
Seven-Up/RC at a price of $12.00 per share, net to the seller in cash.          
Following the completion of the tender offer, DPB Acquisition will be merged    
with and into Seven-Up/RC, with each remaining share of Seven-Up/RC then        
outstanding being converted into the right to receive cash in the same amount   
as will be paid in the tender offer.  As a result of the merger, Seven-Up/RC    
will become a wholly-owned subsidiary of Dr. Pepper Bottling.                   

       Jim L. Turner, Principal and Chairman of Dr. Pepper Bottling Company of
Texas said:  "We're pleased about adding Seven-Up/RC Company of Southern        
California to our company.  The transaction will combine the largest Seven-Up   
bottler in the country with the largest Dr. Pepper bottler.  The dynamic        
markets served by the combined companies represent exciting opportunities for   
the future."                                                                    

    Bart S. Brodkin, President, CEO and Chairman of Seven-Up/RC Bottling
Company of Southern California said:  "I am very excited about the merger of    
our Company with Jim Turner and the Dr. Pepper Bottling Company of Texas.  Jim  
is a terrific bottler and one that I deeply respect.  I believe this merger     
will, most importantly, provide long term growth and stability for our          
franchise partners and will strengthen the competitive posture of our core      
beverage trademarks, most of which are already leaders in their respective      
flavor categories."                                                             

  The tender offer is subject to certain conditions, including there
being validly tendered and not withdrawn at least 65% of the issued and         
outstanding shares of common stock of Seven-Up/RC on a fully diluted basis,     
funding under the debt financing commitment obtained by Dr. Pepper Bottling,    
and the expiration of the applicable waiting period under the Hart-Scott-Rodino 
Antitrust Improvements Act.                                                     

       The merger agreement provides that Dr. Pepper Bottling will be entitled
to receive a fee in the event the transaction is not effected under certain     
circumstances.                                                                  

Dr. Pepper Bottling Company of Texas is the largest independent 
franchise bottler of Dr. Pepper brand products, and is one of the largest       
independent soft drink bottlers, in the United States.  Dr. Pepper Bottling is  
also one of the ten largest bottlers of SEVEN-UP brand products in the U.S.     
Dr. Pepper Bottling's principal franchise territories are Dallas/Fort Worth and 
Houston, Texas.                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9’ Filing		Date		Other Filings
Filed on:		3/7/97		SC 14D1
		3/3/97
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