\ `\ (_ \ IN THE COURI OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- x
RANDY COX, on behalf of himself and all
others similarly situated,
Plaintiff,
-against--
PEPSIAMERICAS, INC., CHRISTOPHER E. CLOUSER, :
PHILLIP N. HUGHES, LIONEL L. NOWELL III,
ROBERT C. POHLAD, DIEGO SUAREZ, JR., BASIL :
K. VASILIOU, MICHAEL D. WHITE, JOHN F.
WOODHEAD, RAYMOND W. ZEHR, DAKOTA HOLDINGS, :
LLC and WHITMAN CORPORATION,
Defendants.
--.-------------- ;?
CLASS ACTION COMPLAINT
Plaintiff, by his attorneys, alleges upon informati0.n and
belief, based, in part, upon an investigation conducted by and
through the undersigned counse:L, except with respect to his owner-
ship cf PepsiAmericas, Inc. ("PepsiAmericas", " PAS " or the
"Company" ) common stock and his suitability to serve as class
representative, which is alleged upon personal knowledge, as
follows:
1. Plaintiff is, and has been at all re:Levant times, the
owner of shares of the common stock of the Company.
2. Defendant. PepsiAmericas, is incorporated in Delaware and
has -its; executive offices located at 3800 Dain Rauscher Plaza, 60
South Sixth Street, Minneapolis, MN 55402. PepsiAmericas, which
manufa.cturers, distributes and markets PepsiCo soft drinks,
announced on August 21, 2000 that its Board of Directors approved
a pItart to merge with Whitman Corporation ("Whitman").
SNIPPETS:
LLC and WHITMAN CORPORATION,
Plaintiff is, and has been at all re:Levant times, the owner of shares of the common stock of
is incorporated in Delaware and
manufa.cturers, distributes and markets PepsiCo soft drinks, announced on August 21, 2000
relevant times, a director of PAS.
Defendant Robert C. Pohlad was,
The defendants described in paragraphs 3-11 above are
fiduciary rela.:ionship with the plaintiff and other public shareholders of PAS and owe
Dakota Hol'dings, LLC is a Delaware limited
liability company which owns approximately 70% of PepsiAmericas'
stockholders is so numerous that joinder of all members is
Directors had approved a plan of merger under which PepsiAmericas
the average cleosing price of Whitman common stock,
shareholder meeting to approve the transaction,
f i. r st, is greater than $16.07 per share, or a downward adjustment
participate in the earn-out would receive at the closing of the
provision of the agreement, as well as the value of the shares from
Executive Officer of Whitman upon completion of the transaction.
As PepsiAmericas' controlling shareholder,
PepsiAaericas' minority public shareholders the fiduciary
Defendants' announcement of the proposed merger fails to
prospects for the Company.
certi~fying plai.nti.fif as the class representative and his counsel as
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