Document Lp7N9dr8Z2vOjdmYOvwmoNBVd

5598 MOODY'S INDUSTRIAL MANUAL WHITMAN CORPORATION -ISItt-laps* -3=V: CAPITAL STRUCTURE LONG TERM DEBT Issue l. Long term debt 2. 4J/% euronotes 1993 CAPITAL STOCK Issue 1 Common . Rating Bart Par V..alue. Amount OutstancLng $794 992 000 100 908 000 Shares Outstanding 106 800 000 HISTORY Incorporated in Delaware Aug 31, 1962, as Illinois Central Industries, Inn. name changed to IC Industries. Inc. in May. 1975. present name adopted Dec. 1 1988 On June 1 1965 acquired Chandeysson Electnc Co,, SL Louis, of heavy electrical equipment and products. In Apr 1967 ICC authorized acquisition of control of Gucago fit Illinois Western 3-R by issuance of 40 000 common shares (after split) for all com mon fit preferred stock of CfitLW R.R. On Aug 30. 1968 acquired assets and liabilities of Waukesha Foundry Co., a znanuiacturer of precision castings and corrosion resistant pumps. In Dec 1968 purchased Illinois Center On Dec 26, 1968 merged Abex Corp by issuance of 2,615.439 shares $3.50 cumulative convertible second pretexted, senes 1 at 'ate of 0.72 snare of SJ-50 preferred for each share Abex common. In May 1969 acquired Seay fit Thomas Inc for 80.250 shares of common stock. (The name and brokerage and management business we'e sold m Apr 1979 and name of residual operations changed to South Properues, Inc) On Feb 2 1970 merged Pepsi-Cola General Bottlers Inc by the issuance of 762.249 snares of $3.50- cumulative convertible 2nd preferred stock at a 'ate of 0 -tO shares of 83JO preferred for each share ot Pepsi-Cols general common. On Mar (1 1970 acquired HJF* Pbilipshom Co,, Gucago mortgage back ing and real estate firm tor common shares. In Dec 1970 acquired Perfect Phis Hosiery, Inc. manufacturer and dis tributor of women's hosiery and related soft goods (liquidated in 1973) In Aug 1971, acquired Signai-Stat Division of Lehigh Valley Industries tor 87 200 000. In Sept. 1971 acquired Dad's Root Beer Co. m exchange for 160 000 com mon shares. (Sold to The Monarch Co in Dec 1987) In Dec 1971 acquired Hunter Moss fit Co* Miami. Fla. (merged with Pht- lipsbora quiues of Honda, in 1974) On Jan. 25. 1972 merged Midas-International Corp by the issuance of 1 910.763 shares of Co common stock for each 0 6568 shares of Midas com mon stock. In Apr. 1972. merged Lincoln Financial Inc by the issuance of 777 769 shares of Co. common stock for each 0-55 shares of Lincoln common stock. (Sold in 1979) On Aug 10, 1972, Illinois Central R.R- a Co. subsidiary and Gulf Mobile St Ohio R.R. Co formally merged to form a new line, Illinois Central Gulf R.R. Co,, which is now a subsidiary Under merger terms. Co. issued 585 657 shares of 86.00 first preferred stock and 367 677 shares of us common stock to effect the merger and also purchase minority interest in three small Mississippi railroads. In May 1973 acquired Bubble Up Corp for 83,600 000. (Sold to The Mon arch Co m Dec 1987) in June 1973 acquired Midwest Life Insurance Co, Lincoln, Neb. for 815 200 000 (sold in 1979). On Feb 26, 1974 acquired Consolidated Acceptance Corp, Minneapolis, Minn, ('ssiold in 1976) x In MMaa;y 1974 acquired A.L. Hansen Manufacturing Co On Jan. I 1975 SyigpnMaLl-.S__ta_t__C_o__rp_._,__W__a_u_k_e_s_k_a__F_o__undry CoH Inc and Chandeysson Electnc Co became divisions of Abex Corp On Mar 31 1976 AX. Hansen Mfg. Co. became a division of Abex Corp la Apr 1977 acquired Sianray Corp. The purchase cost of 8J8 271 0_0_0._ including expenses, consisted of cash payments of 86.363 000 and the asu- ance of 765.804 shs. of Industries $3.50 Second Preferred Stock. In Feb 1978, Co issued 987,805 shs. of com. stk. for ail outstg shs. of Security Investment Co., which owns Pepsi-Cola Bottling Co. ol Cincinnati. Ohio la Aug. 1978 acquired voting common stock not previously owned of Pet Inc for 8406 000 000 In Jan. 1979 sold Lincoln Liberty Lue Insurance Co. and Midwest Hold ing Corp to USLIFE Corp In Mar 1979 acquired Pepsi-Cola Bottling Co of Kenosha fit Raone. Inc. and Pepsi-Cola Kantor Bottling, Inc. In Apr 1979 sold Benjamin Franklin Savings Association of Houston. Lin coln Liberty Investment Corp and IC Financial Development Corp to Mis- cher Corp. for 816.400,000 cash. In May 1979 reached definitive agreement to acquire Alton Manufacturing Co through Hussmaa Group of Pet Inc. In July 1979 Midas International Corp merged wholly-owned European retail outlets with those of TI Silencers, Ltd. to operate retail outlets to be known as Midas Silencer Centres. In Dec. 1979, acquired Applied Air Systems through Hussmaa Group of Pet Inc. In Apr 1980. acquired Blanehard-Ness for 71,875 common shares. la Aug. 1981 Co sold the Musseimsn Fruit Products division of its Pet lac. unit to MFP Enterprises Inc. The transaction was valued at 832 000.000 including 828.000000 in cash. In June 1982 acquired Win Underwood Co. Also m May, 1982 Union Pacific Corp sold to Company 2 149-319 shs. of Co. com. stk. owned by Union Paoffe Corp The purchase pnee of 872 000 000 is equivalent to approximately 833 50 per sh. In Aug 1982. sold to Coachmen Industries. Inc. the remaining assets of the Vehicle Group of Midas International, a subsidiary Details were not disclosed. In Apr 1983, acquired 5 1% of Trane Co Details were not disclosed. In July 1983 acquired additional Trane Co. stock, bringing total holdings to 24.54% (sold in Jan. 1984) In Sept. 1983 acquired Havana Pepsi-Cola Bottling Co- Havana. HL On July 31 1985 sold Pneumo s ?8tC Food Markets suosidiary Syra'hcui se N A to an investment group headed by senior management ot PfitC and an investor group organized by Riordan -reeman Spogh Los Angeles, fn Aug. 1985 Pet Inc. subsidiary acquired E.B Evans Co PhOadelphu.* On Nov 18 198S sold Qaud S. Gordon Co- Richmond Lit. to Watlm^ Electnc Manufacturing Co On Jan. I, 1986 Pneumo Corporation and Abex Corporation merged to form Pneumo Abex Corporation. * Also m 1985 acquired BIK Foodservice lac. and Basuar-Blessing Food? service Equipment Gx. Inc. and their subsidiaries for approx. $77-3 ndlfio* * m cash. -f In Apni 1986 acquired Le Silanaaux the midas joint venture in France. . _ In Apr 1986 Pneumo Abex Corp.. subsidiary acquired Jensen-Kdiy Machine Products, Industry, CaL ~,V2?IT4| In May 1986, Hussmann Corp., subsidiary acquired Hams Brother Industries. \ In Aug 1986 Pepsi-Cola General Bottlers, subsidiary acquired Pepsi- Bottling Co of Sedalia. and Pepsi-Cola 3otthng Co. of Columbia. MO In September 1986, Pet Lnc~ subsidiary, acquired Pnmo Foods Canada __ In Nov 1986 Hussmann Corp. subsidiary, acquired Coldstream Product! of Canada and Fleming Pedlar Ltd. zs In Nov 1986. acquired Ogden Food Products Corp for 8320 0003)00. *3j In May 1987 Pet Inc^ subsidiary, acquired Facchm Foods Co Ltd. TM In June 1987, Pneumo Abex Corp,, a subsidiary formed the Abex Deem* Systems division. *ni.- In July 1987. sold its Abex railroad products group to A3C Rail Corp. t In July 1987, Pet Inc, a subsidiary, acquired Country Queen Food's^ ducuon facility In Sept. 1987, Pet Inc, a subsidiary acquired Oronoque. Inc In Nov. 1987 Co. acquired RKO Bottlers Inc frera CeaCorp Inc In Dec 1987 Pneumo Abex Corp., a subsidiary acquired Eoui Tech i In Dec 1987 Pet Inc. a subsidiary acquired Milom Foods. Ltd. " In 1987 Pet Inc. a subsidiary, sold ns Southland Canning operations. In 1987 Hussmann Corp, a suosidiary acquired CBM Kaltei Re.cherstorfen an affiliated company CBM Contracting Co and Soul EscanCorp In 1987, Pneumo Abex, a subsidiary, acquired Canpans Automotive national. Ltd. ,, In Jan. 1988 Pneumo Abex Corp., a subsidiary sold its Waukesha Division to AMCA International Corp,, a subsidiary of AMCA Ini LtdL In May 1988, Hussmann Corp^ a subsidiary, acquired Gallagher Louis In Aug 1988, Co sold its Pneumo Abex subsidiaries for 81.2 cash plus other considerations. On Dec 30, 1988. Co. spun-off its subsidiary Central Gulf . thru distribution to Co. stockholders of one snare Illinois Central Ti tauon Co for each 5 Co. com. shs. held. "* In 1988, Co acquired Oval Kent. Shoreman Food Technologies, Pty Ltd. and Gallagner Co In fiscal 1989 Co. acquired six companies, exlcludtng Midas ant total cost of 8213 700000. including the purchase of Van de Kamp Seasfoods. In 1989 Co acquired Pepsi-Cola franchise In Oshkosh and \ Rapid. Wisconsin as well as several small Dr Pepper franchise m Virginia and West Virginia. In 1989, Co. sold Kussmann's Food Service Group for $62,500 000. _ In fiscal 1990, Co acquired 39 Carer muffler shops, a European i service chain and three Pepsi-Cola franchises at a total cost of SJ7,400^0* Spin-Off- Stockholders of record March 28. 1991 received one l common stock of Pet Inc. for each share of common stock of Co held.^ JOINT VENTURE In Nov 1987, Co. and PepsiCo, Inc. formed a joint venture w Pepsi-Cola products in key markets throughout the Midwest. The louv^ lure consist of the following operations Pepsi-Cola General Bottlers, tnc subsidiary of Co- RKO Bottling Inc, purchased by Co from OenCoip>*_ Pe^sal-Ci oia Bottling Co of Bloomington Illinois and Milwaukee. joint venture, which repre_s_e_n_ts _ total investment 8__1_.3_0_0__0_0.._0.._.C_..O_..O_._I_S__o_w_n_e__d._.._8.._0.._.%._._.b_y__C_o_.a;nd ' 2"0% by PepsiCo There is I uonate sharing of profits and proportionate representation on the t* directors of Pepsi-Cola General Bottlers PepsiCo s investment m tnc venture will come through the acquisition of newly issued com. * Pepsi-Cola General Bottlers, Inc. In addition to transfemng u* r-jrx operations in Bloomington and Milwaukee to the joint venture. will invest cash in the business. The joint venture agreement is suDJr routine review by governmental agencies. The agreement also r legal dispute between Co. and PepsiCo arising from the proposed t bottling franchises currently held by RKO Bottlers. j BUSINESS AND PRODUCTS .31 Co. is engaged in three distinct businesses. Pepsi-Cola and ot dnnka, Midas automotive services, and Hussmann refrigeration tyro equipment. Prior to 1968, Whitman's only substantial business warn the Him01* Railroad. Between 1968 and 1986 Whitman effected a senes aimed at diversifying beyond the railroad busmens. In 1978, ret rated, together with its subsidiary Hussmann. was acquired as a diversification program. In 1987, Whitman began a program 01 restructuring designed to transform itself into an enterprise more consumer goods and services. In 1988 Whitman sold its Pneumo A* porauon aerospace and defense subsidiary, and in January 1989 spw> railroad operations to its shareholders. Since 1987 \Vhitnumn* effected a number of acquisitions directed toward its strategic reposi- On Apnl 1. 1991, Whitman spun off its Pet subsidiary (excluding mann subsidiary) to its shareholders. Aa an independent pubUw, company Pet can concentrate its efforts and resources on its *9Fit nesses, tree from the demands of the remaining Whitman group*' Pet spin-off the principal operating companies of Whitman aflT^ General Bottlers. Inc. ("Pepsi General*) Midas Iniemauonal w ( 'Midas'*) and Hussmann Corporation ("Hussmann") ^ In June 1984 through a subsidiary acquired Turner Refrigeration-Ltd. and Refrigerator Contracts Ltd. from Turner fit Co.. Ltd.. Glasgow, bootland. In Oct. 1984, through subsidiaries acquired Pepsi-Cola Bottling Co of Springfield. Mo, and Pepsi-Cola Bottling Company of Flat River Mo-, a 100% interest in a Mexican jomt venture Infnsa, a 100% interest in a Ger man joint venture, 1,2-3 AutoSennce: and Riordan Holdings Ltii, United Kingdom. In Nov 1984 through subsidiary, acquired 100% interest in United King dom joint venture Midas L K. Ltd On July i |985 sold PfieC Foods 42-store Carls Drug Chain to Revco D.S. PEPSI GENERAL Pepsi General packages and distnoutes under exclusive framJJ ( Cola products and other brand-name soft dnnks. including Dads ru 7-Lp Dr Pepper Canada Dry and Hawaiian Punch. Pepsi G*ncr** sells Pepsi-Cola products in twelve states in the northcentral total population ot over 25 million people, and sells ns other * products m certain of these areas. Pepsi General s rranebises grant it the exclusive right to procura* the products and use the related trade names and tradeoiarx*1 franchised territories. The franchises require Pepsi GeaeraL things, to purchase its concentrate requirements solely from the