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 DALLAS, Sept. 2 /PRNewswire/ -- Dr Pepper/Seven-Up Companies, Inc., today announced that its board of directors has adopted a Stockholder Rights Plan designed to assure that all stockholders receive fair treatment in the event of any takeover. The key provision of the Stockholder Rights Plan is a mechanism that will distribute for each outstanding share of the company's Common Stock one Right that becomes exercisable upon certain triggering events.
 John R. Albers, chairman, president, and chief executive officer, said "the Plan is designed to provide the company's board with negotiating leverage in dealing with a potential acquiror, to protect the company from unfair takeover tactics, and to prevent an acquiror from gaining control of the company without offering a fair price to all stockholders."
 The Plan is not intended to prevent a takeover on terms beneficial to the company's stockholders, but rather to assure that all of the company's stockholders are treated fairly should a takeover become imminent.
 In adopting the Rights Plan, the board did consider, among other things, the recent acquisition of Cadbury Schweppes plc of an additional 12,175,866 shares of Nonvoting Common Stock from The Prudential Insurance Company of America. As a result of this acquisition, Cadbury owns approximately 5.7 percent of the outstanding Voting Stock and 25.9 percent of the outstanding Common Stock (both Voting and Nonvoting).
 The Plan entails a dividend of one Right for each outstanding share of the company's Voting and Nonvoting Common Stock. Each Right will entitle the holder to buy one one-thousandth of a share of a new Series A Junior Participating Preferred Stock, for an exercise price of $90. Each one-thousandth of a share of such preferred stock would be essentially the economic equivalent of a share of the company's Common Stock.
 The Rights will trade with the company's Common Stock until exercisable. The Rights will not be exercisable until 10 days following a public announcement that a person or group has acquired 10 percent of the company's Voting Common Stock or until 10 business days after a person or group begins a tender offer that would result in ownership of 10 percent of the company's Voting Common Stock, subject to certain extensions by the board. In the case of Cadbury, such threshold triggers would be at 26 percent. For this purpose, each share of the company's Nonvoting Common Stock will be considered beneficial ownership of the shares of Voting Common Stock into which they are convertible.
 In the event that an acquiror becomes a 10 percent holder of Voting Common Stock (26 percent in the case of Cadbury), the Rights "flip in" and become Rights to buy the company's Common Stock (Voting or Nonvoting as the case may be) at a 50 percent discount, and Rights owned by that acquiror become void. In the event that the company is merged and its Common Stock is exchanged or converted, or if 50 percent or more of the company's assets or earning power is sold or transferred, the Rights "flip over" and entitle the holders to buy shares of the acquiror's common stock at a 50 percent discount. A tender or exchange offer for all outstanding shares of the company's Common Stock at a price and on terms determined to be fair and otherwise in the best interests of the company and its stockholders by a majority of the company's independent directors will not trigger either the flip-in or flip-over provisions.
 The Rights may be redeemed by Dr Pepper/Seven-Up for $.01 per Right at any time until 10 days following the first public announcement that an acquiror has acquired the level of ownership that "triggers" the Rights Plan. The Rights extend for 10 years and will expire on Sept. 13, 2003. The distribution of the Rights will be made to stockholders of record on Sept. 13, 1993.
 Dr Pepper/Seven-Up Companies, Inc. is the third largest producer of soft drink concentrates in the United States. The company began trading on the New York Stock Exchange Jan. 27, 1993 under the symbol DPS. Through its operating subsidiary, Dr Pepper/Seven-Up Corporation, the company manufactures, sells and distributes soft drink extracts, concentrates and fountain syrups. DR PEPPER, formulated in 1885, is the oldest nationally distributed soft drink brand. 7UP has been a market leader in the lemon-lime category of the soft drink industry for more than 60 years.
 -0- 9/2/93
 /CONTACT: Tony Bangs, corporate secretary, 214-360-7839, or Mike Buiter, vice president-treasurer, 214-360-7464, both of Dr Pepper/Seven- Up/

CO: Dr Pepper/Seven-Up Companies, Inc. ST: Texas IN: FOD SU: SRP

LG -- NY027 -- 8318 09/02/93 10:10 EDT
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Publication:PR Newswire
Date:Sep 2, 1993

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