8-K

 
                                   FORM 8-K



                       SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C.  20549



                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                        Date of Report (date of earliest
                        event reported): August 15, 1996


           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.
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             (Exact name of registrant as specified in its charter)



       Delaware                   33-47718                   95-4284699
- ------------------------  --------------------------  --------------------------
   (State or other         (Commission File Number)         (IRS Employer
   jurisdiction of                                        Identification No.)
   incorporation)



3220 East 26th Street, Vernon, California                               90023
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(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, inc. area code:             (213) 268-7779
                                                    ----------------------------

 
Item 5.   Other Events.
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          Seven-Up/RC Bottling Company of Southern California, Inc. (the
          "Company") announced on August 15, 1996 that it had consummated the
          Company's First Amended Joint Plan of Reorganization, dated June 19,
          1996, whereby holders of the Company's 11.5% Senior Secured Notes due
          1999 will receive approximately 98% of the Company's equity and
          $55,000,000, which represents the net proceeds from the sale of the
          Company's Puerto Rico subsidiary.

          A Press Release announcing the actions described above was issued by
          the Company on August 15, 1996 and is attached hereto as Exhibits
          99.1.


Item 7.   Financial Statements and Exhibits.
- ------    --------------------------------- 

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  Exhibits

               99.1 Press Release dated August 15, 1996, issued by the Company.

 
                                   SIGNATURE
                                   ---------

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                SEVEN-UP/RC BOTTLING COMPANY
                                                OF SOUTHERN CALIFORNIA, INC.


Dated:    August 20, 1996                       By:  /s/ David I. Brown
                                                     ------------------
                                                     David I. Brown
                                                     Treasurer

EX-99.1

 
                                                              EXHIBIT 99.1


[SEVEN-UP/RC LOGO]   BOTTLING COMPANY    
                     OF SOUTHERN CALIFORNIA, INC.        

                                              3220 East 26th Street
                                              Los Angeles, California 90023-4298
                                              Telephone (213) 268-7779  

SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA 
CONSUMMATES PLAN OF REORGANIZATION

- -- "TODAY'S CONSUMMATION MARKS THE CONCLUSION OF OUR YEAR-LONG RESTRUCTURING
EFFORTS," SAYS BART BRODKIN, CEO. --

Vernon, California. August 15, 1996 -- Seven-Up/RC Bottling Company of Southern
California, Inc. announced today that it has consummated the Company's First
Amended Joint Plan of Reorganization, dated June 19, 1996 (the "Plan"). As
previously announced, the Plan was confirmed by the Bankruptcy Court on August
2, 1996, and had been accepted by holders of in excess of 99.96% of the total
dollar amount of the Company's 11.5% Senior Secured Notes due 1999 ($140 million
principal amount) (the "Noteholders") who voted on the Plan. According to the
Company, distributions under the Plan will begin in the next few days.

Under the Plan approved by the Bankruptcy Court, Noteholders receive
approximately 98% of the Company's equity and $55 million -- representing the
net proceeds from the sale of the Company's Puerto Rico subsidiary. An
application for the listing of the Company's common stock on NASDAQ has been
filed. The Plan also provides that the Company's trade creditors are to be paid
in full and that all relationships with franchisors, distributors and licensors
will continue unaffected.

Bart Brodkin, the CEO of the Company, commented that "our restructuring has
eliminated over $140,000,000 of debt obligations, which combined with
significant cost reductions and improved margins has resulted in a significant
increase in our cash flow. Our balance sheet is strong with virtually no debt,
other than a working capital facility of $35,000,000 which will provide
liquidity well in excess of our projected needs. The Company has emerged from
Chapter 11 as a strong, disciplined and profitable bottling company."

 
Also, the Company announced that a new board of directors had been constituted,
and will consist of Barton S. Brodkin, the Company's CEO and President prior to
its bankruptcy filing; John R. Attwood, former Chairman of the Coca-Cola
Bottling Company of Los Angeles; William C. Langley, former Executive Vice
President of Chemical Banking Corporation (Chase Manhattan Corporation); M. L.
Lowenkron, former President and CEO of G. Heileman Brewing Co., Inc. and former
CEO of A&W Brands, Inc.; and Sydney Irmas, former Chairman of Softview, Inc. and
former director of Price Phister, Inc.

Seven-Up/RC Bottling Company of Southern California, Inc. is one of the largest
independent manufacturers and distributors of beverage products in the United
States.

Inquiries should be directed to Edward Whiting of Whitman Heffernan Rhein & Co.,
Inc., financial advisor to Seven-Up/RC Bottling Company of Southern California,
Inc. (213-267-6233). Inquiries regarding distributions to Noteholders should be
directed to Loretta Lundberg of The Bank of New York (212-815-5080).