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): May 13, 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 May 13, 1996 that it had filed a voluntary
          petition under Chapter 11 of the United States Bankruptcy Code in the
          Bankruptcy Court for the District of Delaware. The Company believes
          that the filing of its Chapter 11 is the most efficient way of
          consummating the restructuring agreement the Company entered into with
          the unofficial committee of the holders of the Company's 11.5% Senior
          Secured Notes due 1999 ($140 million principal amount) in November
          1995. The Company also secured a $54 million debtor-in-possession
          financing commitment from GE Capital Corporation.

          A Press Release announcing the actions described above was issued by
          the Company on May 13, 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 May 13, 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:    May 10, 1996                  By:   /s/ David I. Brown
                                             -----------------------
                                             David I. Brown
                                             Treasurer

EX-99

 
                                                                    EXHIBIT 99.1

SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC. ANNOUNCES SALE OF ITS
PUERTO RICO SUBSIDIARY FOR APPROXIMATELY $74 MILLION

- -- "THE SALE OF OUR PUERTO RICO SUBSIDIARY IS AN IMPORTANT MILESTONE IN OUR
RESTRUCTURING EFFORT," SAYS BART BRODKIN, CEO. --

Vernon, California.  May 6, 1996 - -  Seven-Up/RC Bottling Company of Southern
California, Inc. announced that it had entered into a definitive agreement to
sell the stock of its wholly owned Puerto Rico subsidiary, Seven-Up/RC Bottling
Company of Puerto Rico, Inc. to an investor group led by Center Street Capital
Partners, L.P. and including certain members of the current management of Seven-
Up/RC Puerto Rico.  As a condition to the closing of the sale of its Puerto Rico
subsidiary, Seven-Up/RC Southern California will also enter into a non-
competition and consulting agreement with the Center Street group.  The
aggregate cash consideration for these transactions will be approximately $74
million. Consummation of the sale is subject to higher and better offers.

In addition to Seven-Up and Royal Crown, Seven-Up/RC Puerto Rico, headquartered
in Bayamon, Puerto Rico, also currently manufactures and distributes soft-drink
beverages including Snapple, Sunkist, Welch's, Perrier and Schweppes.  For the
fiscal year ending December 31, 1995, Seven-Up/RC Puerto Rico had net sales of
$82.3 million.  Seven-Up/RC Puerto Rico is the third largest distributor of soft
drink beverages in Puerto Rico.

On November 9, 1995, Seven-Up/RC Southern California had announced that it had
reached an agreement in principle on the terms of a restructuring of its 11.5%
Senior Secured Notes due 1999 ($140 million principal amount) with an unofficial
committee of holders of such notes (the "Bondholders Committee") and that the
terms of the agreement required the sale of its Puerto Rico subsidiary.  "The
sale of our Puerto Rico subsidiary is 

 
an important milestone in our restructuring effort," said Bart Brodkin, CEO of
Seven-Up/RC Southern California. "We believe that providing our bondholders with
what is expected to be approximately $50 million of net proceeds from the sale
will go a long way toward allowing us to finalize our restructuring plan."

Center Street  is a private equity investment fund based in Little Rock,
Arkansas.  Center Street is the only investment organization in the United
States dedicated exclusively to the franchised dealer and wholesale distribution
industries.

Seven-Up/RC Southern California is one of the largest independent manufacturers
and distributors of beverage products in the United States.  With headquarters
in Vernon, California, Seven-Up/RC Southern California had consolidated sales of
$397 million in the fiscal year ending December 31, 1995.

Inquiries should be directed to Edward Whiting of Whitman Heffernan Rhein & Co.,
financial advisor to Seven-Up/RC Southern California (213-267-6233).