FORM 10-Q
                      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)
 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the quarterly period ended   March 20, 1999   (12 weeks)
                                ------------------------------

                                       OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number  001-15019


                                HEARTLAND TERRITORIES HOLDINGS, INC.
                 (Exact name of registrant as specified in its charter)

         Delaware                                              13-6167838
(State or other jurisdiction of                                    (I.R.S.
Employer incorporate or organization)                       Identification No.)

     700 Anderson Hill Road, Purchase, New York            10577
(Address of principal executive offices)                 (Zip Code)

                                 914-253-2000
                    (Registrant's telephone number, including area code)

                               N/A
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

YES         NO   X

Number of shares of Capital Stock outstanding as of April 16, 1999:
54,000,000



<PAGE>


                           PEPSICO BOTTLING OPERATIONS
                               (The Predecessor to
               HEARTLAND TERRITORIES HOLDINGS, INC. - See Note 1)

                                      INDEX



                                                                  Page No.

 Part I      Financial Information

       Condensed Combined Statements of Operations -
         12 Weeks Ended March 20, 1999 and March 21, 1998             2

       Condensed Combined Statements of Cash Flows -
         12 Weeks Ended March 20, 1999  and March 21, 1998            3

       Condensed Combined Balance Sheets -
         March 20, 1999  and December 26, 1998                        4

       Notes to Condensed Combined Financial Statements             5-7

       Management's Discussion and Analysis of Operations,
         Cash Flows, Liquidity and Capital Resources
         and Year 2000                                              8-12

       Independent Accountants' Review Report                        13

 Part II     Other Information and Signatures                      14-23























                                            -1-


<PAGE>


                         PART I - FINANCIAL INFORMATION

                           PEPSICO BOTTLING OPERATIONS
                               (The Predecessor to
               HEARTLAND TERRITORIES HOLDINGS, INC. - See Note 1)

                   CONDENSED COMBINED STATEMENTS OF OPERATIONS
                            (in millions, unaudited)

                                                 12 Weeks Ended
                                                3/20/99   3/21/98
  Net Sales
    United States...........................    $108.0    $109.7
    Central Europe..........................      21.6      21.5
                                                ------    ------
                                                 129.6     131.2
  Cost of Sales
    United States...........................      62.1      62.5
    Central Europe..........................      14.1      14.8
                                                ------    ------
                                                  76.2      77.3
  Gross Profit..............................      53.4      53.9

  Selling, Delivery and Administrative Expenses
    United States...........................      39.7      38.7
    Central Europe..........................      17.2      13.8
    Allocated division and PepsiCo corporate
    costs...................................       3.9       3.8
                                                ------    ------
                                                  60.8      56.3
  Operating Loss............................      (7.4)     (2.4)

  Other Expense
    Interest expense:
       External.............................       1.2       0.6
       PepsiCo allocation...................      10.4      11.2
                                                ------    ------
                                                  11.6      11.8
    Foreign exchange losses/(gains).........       1.4      (.1)
                                                ------    ------
            Total other expense.............      13.0      11.7
                                                ------    ------
  Loss Before Income Taxes..................     (20.4)    (14.1)
    Income tax benefit......................        .4       2.2
                                                ------    ------
  Net Loss..................................    $(20.0)   $(11.9)
                                                ======    ======

      See accompanying Notes to Condensed Combined Financial Statements.










                                            -2-

<PAGE>


                           PEPSICO BOTTLING OPERATIONS
                               (The Predecessor to
               HEARTLAND TERRITORIES HOLDINGS, INC. - See Note 1)

                   CONDENSED COMBINED STATEMENTS OF CASH FLOWS
                            (in millions, unaudited)

                                                  12 Weeks Ended
                                                 3/20/99   3/21/98
 Cash Flows -- Operations
 Net Cash Used for Operations..............       $(4.8)   $(5.7)
                                                  -----    -----

 Cash Flows -- Investing Activities
 Capital expenditures......................        (5.4)    (6.0)
                                                  -----    -----
 Net Cash Used for Investing Activities....        (5.4)    (6.0)
                                                  -----    -----

 Cash Flows-- Financing Activities
 Short-term borrowings-- three months
 or less, net..............................        21.3     11.1
 Net investment by PepsiCo.................       (13.1)    (7.8)
                                                  -----    -----
 Net Cash Provided by Financing Activities.         8.2      3.3
                                                  -----    -----

 Net Decrease in Cash and Cash Equivalents.        (2.0)    (8.4)
 Cash and Cash Equivalents-- Beginning of Year      6.1     23.2
                                                  -----    -----
 Cash and Cash Equivalents-- End of Period.       $ 4.1    $14.8
                                                  =====    =====

     See accompanying Notes to Condensed Combined Financial Statements.






















                                            -3-

<PAGE>


                           PEPSICO BOTTLING OPERATIONS
                               (The Predecessor to
               HEARTLAND TERRITORIES HOLDINGS, INC. - See Note 1)

                        CONDENSED COMBINED BALANCE SHEETS
                                  (in millions)

                                                    3/20/99    12/26/98
                                                  (unaudited)
 ASSETS

 Current Assets
 Cash and cash equivalents......................    $  4.1      $  6.1
 Trade accounts receivable, less allowance
 of $4.9 at 3/99 and $5.1 at 12/98..............      73.2        74.4
 Inventories
   Raw materials and supplies...................       8.1        13.3
   Finished goods...............................      25.3        16.0
                                                    ------      ------
                                                      33.4        29.3
 Prepaid expenses and other current assets......      10.8         5.2
                                                    ------      ------
           Total Current Assets.................     121.5       115.0

 Property, plant and equipment, net..............    258.2       274.0
 Intangible assets, net.........................     366.3       370.0
 Other assets...................................      44.0        42.2
                                                    ------      ------
           Total Assets.........................    $790.0      $801.2
                                                    ======      ======

 LIABILITIES AND SHAREHOLDER'S EQUITY

 Current Liabilities
 Accounts payable and other current liabilities.    $ 83.5      $ 87.1
 Short-term borrowings..........................      44.1        22.8
 Trade accounts payable to PepsiCo..............        -          5.8
                                                    ------      ------
           Total Current Liabilities............     127.6       115.7

 Other liabilities..............................      12.2        14.6
 Deferred income taxes..........................      10.0         9.5
                                                    ------      ------
           Total Liabilities....................     149.8       139.8
                                                    ------      ------

 Shareholder's Equity
 Net investment by PepsiCo......................     700.7       713.8
 Accumulated other comprehensive loss...........     (60.5)      (52.4)
                                                    ------      ------
           Total Shareholder's Equity...........     640.2       661.4
                                                    ------      ------

           Total Liabilities and Shareholder's
           Equity...............................    $790.0      $801.2
                                                    ======      ======
     See accompanying Notes to Condensed Combined Financial Statements.


                                            -4-


<PAGE>


                           PEPSICO BOTTLING OPERATIONS
                               (The Predecessor to
               HEARTLAND TERRITORIES HOLDINGS, INC. - See Note 1)

                                   (unaudited)

                      NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(1)   Basis of Presentation

   The  Condensed  Combined  Balance  Sheet at March 20, 1999 and the  Condensed
Combined  Statements of  Operations  and Cash Flows for the 12 weeks ended March
20,  1999 and March 21, 1998 have not been  audited.  These  combined  financial
statements  have been  prepared in  conformity  with the  accounting  principles
included in the  registration  statement on Form S-4 filed on April 19, 1999. In
our opinion, this information includes all material adjustments,  which are of a
normal and recurring nature, necessary for a fair presentation.

   The  accompanying  financial  statements  reflect  the  combined  results  of
operations,   cash  flows  and  net  assets  of  certain   direct  and  indirect
wholly-owned bottling operations of PepsiCo,  Inc.  ("PepsiCo").  These bottling
operations  (herein referred to as the "PepsiCo  Bottling  Operations" or "PBO")
present the  carved-out  operating  results and financial  position of PepsiCo's
bottling operations  predominantly  located in the midwestern part of the United
States and in certain countries in Central Europe: the Czech Republic, Slovakia,
Poland and  Hungary.  Pursuant to the Amended and Restated Contribution and
Merger Agreement (the "Merger Agreement") dated as of March 18, 1999 among
Whitman Corporation, PepsiCo and Heartland Territories Holdings, Inc. on
April 2, 1999,  the domestic assets of PBO were transferred  by PepsiCo to
Heartland Territories Holdings,  Inc., the registrant,  and a dormant
subsidiary  of  PepsiCo along with PepsiCo's 20% minority interest in Whitman'
operating subsidiary.  Pepsi-Cola General Bottlers, Inc. and on May 31, 1999,
the remaining assests of PBO were transferred by PepsiCo to Heartland
Territories Holdings, Inc..  Accordingly,  the  accompanying  financial
statements reflect the combined  results of  operations,  cash flows and net
assets of PBO,the predecessor business to Heartland Territories Holdings,  Inc.
See Note 5 for subsequent  events. The financial  information in these financial
statements is not  necessarily  indicative of the results  expected for the year
or that would have been obtained if PBO had been a separate stand-alone entity.

   The preparation of Combined Financial Statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions   that  affect  reported  amounts  of  assets  and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of net sales  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

   PBO was allocated  $3.9 million and $3.8 million of overhead costs related to
divisional  headquarters and PepsiCo corporate  administrative  functions in the
twelve  weeks  ended  March  20,  1999 and  March 21,  1998,  respectively.  The
allocations were based on the specific  identification of  administrative  costs
where  practicable  and,  to the extent  that  specific  identification  was not
practicable,  based upon PBO's sales volume as a percentage of PepsiCo's related
total sales volume.  Such allocated costs are included in selling,  delivery and
administrative  expenses in the Combined  Statements of  Operations.  Management
believes that such allocation methodology is reasonable.  The expenses allocated
to PBO for these  services are not  necessarily  indicative of the expenses that
would have been incurred if PBO had been a separate stand-alone entity.



                                            -5-


<PAGE>


PBO's  operations  have been financed  through its operating  cash flows and net
investment  by  PepsiCo.  PBO's  interest  expense  includes  an  allocation  of
PepsiCo's  interest  expense based on PepsiCo's  weighted  average interest rate
applied to the  average  balance of net  investment  by PepsiCo to PBO.  PBO was
allocated  $10.4  million and $11.2  million of interest  expense  reflecting an
average  PepsiCo  interest rate of 6.4% in the twelve weeks ended March 20, 1999
and March 21,  1998.  The  interest  expense is not  necessarily  indicative  of
interest  costs  that  would  have  been  incurred  if PBO had  been a  separate
independent entity.

(2)   Seasonality of Business

      The results for the first  quarter are not  necessarily  indicative of the
results  that  may be  expected  for the full  year  primarily  due to  business
seasonality.  The seasonality of our operating  results arises from higher sales
in the second and third  quarters  versus the first and fourth  quarters  of the
year,  combined  with  the  impact  of  certain  costs,  such  as  depreciation,
amortization  and  interest,  which are not  significantly  impacted by business
seasonality.

(3)   Comprehensive Loss
                                                        12 Weeks Ended
(In millions)                                          3/20/99  3/21/98

Net Loss...........................................    $(20.0)  $(11.9)
Currency translation adjustment....................      (8.1)     (.3)
                                                       -------  -------
Comprehensive Loss.................................    $(28.1)  $(12.2)
                                                       =======  =======

(4)  Business Segments

      In 1998, PBO adopted Statement of Financial  Accounting  Standards No. 131
Disclosures About Segments of a Business Enterprise and Related Information. PBO
operates in one industry segment which is the manufacture, sale and distribution
of  carbonated  soft  drinks and other  ready-to-drink  beverages.  The  segment
information is presented in two reportable operating segments which are based on
geographic  area:  United  States and Central  Europe.  The relevant  measure of
profitability that is used to evaluate the performance of the operating segments
is operating profit before allocation of corporate  overhead charges.  There are
no significant intra-segment transactions. Net sales are based upon the location
of where product was sold.











                                            -6-


<PAGE>



                                      12 Weeks Ended
 (In millions)                       3/20/99   3/21/98
 Net Sales
   United States................     $108.0    $109.7
   Central Europe...............       21.6      21.5
                                     ------    ------
                                     $129.6    $131.2
 Operating profit (loss)
   United States................     $  6.2    $  8.5
   United States allocated overhead    (2.6)     (2.8)
                                     ------    ------
                                        3.6       5.7
   Central Europe...............       (9.7)     (7.1)
   Central Europe allocated overhead   (1.3)     (1.0)
                                     ------    ------
                                      (11.0)     (8.1)
                                     ------    ------
                                     $ (7.4)   $ (2.4)
                                     ======    ======

                                     3/20/99   12/26/98
 Total Assets
   United States................     $ 591.2   $ 580.9
   Central Europe...............       198.8     220.3
                                     -------   -------
                                     $ 790.0   $ 801.2
                                     =======   =======

(5)   Subsequent Events

     Pursuant to the Merger  Agreement,  PepsiCo  consolidated  the domestic PBO
bottling  territories and other assets,  including the 20% stake PepsiCo held in
Whitman Corporation's Pepsi-Cola General Bottlers subsidiary,  in a new bottling
company  referred  to as  "Heartland  Territories  Holdings,  Inc," and  Whitman
Corporation merged with and into Heartland Territories Holdings, Inc. The merger
transaction  was approved by the  shareholders  of Whitman and closed on May 20,
1999.  Upon  consummation  of the  merger  transactions,  Heartland  Territories
Holdings,  Inc.  changed its name to "Whitman  Corporation"  referred to as "New
Whitman."  Following the merger,  PepsiCo  transferred  the remainder of the PBO
operations and assets.

     New Whitman assumed liabilities associated with PepsiCo's
domestic operations and acquired PepsiCo's international operations for cash. As
a result of these  transactions,  PepsiCo  received 54 million  shares of common
stock in New Whitman,  giving  PepsiCo a  noncontrolling  ownership  interest of
approximately 38% of New Whitman.

     As prescribed by generally accepted accounting  principles,  Whitman is the
acquiring  enterprise  with  respect to PBO and PBO is deemed to be the acquired
enterprise. Accordingly, as a result of the closing of the merger transaction on
May 20,  1999,  Whitman  will apply the  purchase  method of  accounting  to its
acquisition  of PBO.  The results of  operations  of PBO will be included in the
financial statements of New Whitman from the date of acquisition.  See unaudited
Pro Forma Combined Financial Information for New Whitman on pages 14-21.


                                            -7-


<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS,
                CASH FLOWS AND LIQUIDITY AND CAPITAL RESOURCES OF
                                       PBO

Cautionary Statement

     In this report, the management of the PepsiCo Bottling Operations discusses
expectations  regarding the PepsiCo Bottling  Operations' future performance and
Year 2000 risks. The management of the PepsiCo  Bottling  Operations based these
"forward-looking  statements" on currently available competitive,  financial and
economic  data and its  operating  plans.  Refer to additional risks  related to
forward looking statements contained in the registration statement filed on Form
S-4 for the year end December 26, 1998. They are also inherently uncertain,  and
investors  must  recognize  that  events  could  turn  out  to be  significantly
different from expectations.
General

   The PepsiCo Bottling  Operations  includes the operating  results of bottling
operations predominantly located in the midwestern part of the United States and
the bottling  operations in the Czech  Republic,  Slovakia,  Hungary and Poland,
which is referred to in this discussion as "Central Europe."

   The standard  volume  measure is raw cases.  The term raw cases refers to the
actual  physical  number of cases  regardless  of the volume  contained in these
cases.

   In the discussions  below, the  year-over-year  dollar change in raw cases is
referred  to as  volume.  Price  changes  over the prior  year and the impact of
product,  package and country sales mix changes are referred to as effective net
pricing.

Results of Operations

Net Sales
                       12 Weeks Ended
                       3/20/99 3/21/98      % B/(W) Change
                       ($ in millions)
United States           $108.0  $109.7          (1.5)
Central Europe            21.6    21.5            .5
                        ------  ------
                        $129.6  $131.2          (1.2)
                        ======  ======

   Worldwide net sales decreased $1.6 million. The decrease in the United States
of $1.7  million  was driven by a lower  effective  net pricing and a decline in
volume.  The  increase in net sales in Central  Europe of $.1 million was due to
higher  effective  net  pricing  substantially  offset  by the  effect of weaker
currencies in Hungary and lower volume.  Excluding the impact of weaker  foreign
currencies, net sales growth in Central Europe would have been 3.8%.






                                            -8-


<PAGE>



Volume

   Worldwide raw cases decreased 1.2%, with the United States  declining .7% and
Central  Europe  declining  2.7%.  The United States raw case decline was led by
mid-single-digit volume declines by brands PEPSI and DIET PEPSI partially offset
by the  introduction  of PEPSI ONE.  The Central  Europe raw case  decrease  was
driven by  mid-single-digit  decline in Czech  Republic,  Slovakia  and  Hungary
partially offset by a single-digit increase in Poland.

Operating Income (Loss)
                                     12 Weeks Ended
                                     3/20/99 3/21/98 % B/(W) Change
                                     ($ in millions)

United States                         $ 6.2  $  8.5     (31.8)
Central Europe                        ( 9.7)   (7.1)    (36.6)
Allocated overhead                    ( 3.9)   (3.8)     (2.6)
                                     ------  ------
                                     $ (7.4) $ (2.4)       NM
                                     ======  ======

NM - Not Meaningful.

   Operating  income  (loss)  includes net sales less cost of sales and selling,
delivery  and  administrative  expenses,  which is  referred  to as  SD&A.  SD&A
comprises  selling  and  delivery  expenses,   which  is  referred  to  as  S&D,
advertising   and  marketing,   which  is  referred  to  as  A&M,   general  and
administrative  expenses, which is referred to as G&A, other income and expense,
and equity income or loss from investments in  unconsolidated  affiliates.  Also
included is allocated overhead,  which reflects Heartland  Territories Holdings,
Inc.'s share of Pepsi-Cola's and PepsiCo  administrative  costs. The allocations
were based on a specific  identification  of these  administrative  costs to the
PepsiCo Bottling  Operations and, to the extent that such identification was not
practicable, based upon the percentage of the PepsiCo Bottling Operations' sales
volume to PepsiCo's related sales volume. The management of the PepsiCo Bottling
Operations believes that such allocation methodology is reasonable. The expenses
allocated to the PepsiCo Bottling  Operations are not necessarily  indicative of
the expenses  that the PepsiCo  Bottling  Operations  would have incurred had it
been a separate, independent entity.

   Operating income in the United States  decreased $2.3 million  reflecting the
decline in effective net pricing and volume and higher S&D due to an increase in
the labor rate.  SD&A  expenses  increased  while sales and raw cases  declined.
Central Europe's  operating loss increased $2.6 million.  The increase in losses
was due to higher  equity  losses in the Poland joint  venture and A&M partially
offset by the higher effective net pricing and lower G&A.

Interest Expense
                                      12 Weeks Ended
                                     3/20/99 3/21/98 % B/(W) Change
                                     ($ in millions)
PepsiCo allocation                   $(10.4) $(11.2)       7.1
External debt                          (1.2)   (0.6)     100.0
                                     ------  ------
Interest expense                     $(11.6) $(11.8)       1.7
                                     ======  ======

 The PepsiCo Bottling Operations have been financed through its cash flows from

                                            -9-


<PAGE>


operations and from advances from PepsiCo.  The allocation of PepsiCo's interest
expense was based on PepsiCo's  weighted  average  interest  rate applied to the
average balance of advances from PepsiCo.  Subsequent to the merger  transaction
with Whitman,  the PepsiCo  Bottling  Operations  are expected to have a capital
structure different from the capital structure in the financial statements,  and
accordingly, interest expense is not indicative of the interest expense that the
PepsiCo  Bottling  Operations  would have  incurred as a  separate,  independent
entity or will incur in future periods as part of New Whitman.

   Interest expense overall was essentially  unchanged from the previous year. A
decline in the interest allocated by PepsiCo was primarily offset by an increase
in  external  interest  expense,  used  principally  to fund  the  international
operations.

Foreign Exchange Losses/(Gains)

   The change in foreign exchange  losses/(gains)  of $1.5 million was primarily
driven  by a loss  in  1999  as  compared  to a  foreign  exchange  gain in 1998
primarily in the Czech Republic.

Income Tax Benefit
                                    12 Weeks Ended
                                    3/20/99 3/21/98
                                   ($ in millions)
Income tax benefit                   $0.4    $2.2

   The PepsiCo Bottling  Operations'  income tax benefit is low in comparison to
the loss before  income  taxes.  This  occurred  because  the  PepsiCo  Bottling
Operations cannot recognize full tax benefits on the current losses generated by
the Central Europe  operations since management  believes that it is more likely
than not that such deferred tax assets will not be realized.  The year-over-year
decline in the  benefit  was  primarily  due to a shift in tax  losses  from the
United States to Central Europe.

Cash Flows

   The PepsiCo Bottling Operations is operated and managed as part of a division
of PepsiCo and subsequent to the merger transaction with Whitman, is expected to
have a capital  structure  different from the capital structure in the condensed
combined financial statements.  Therefore the cash flow discussion below may not
be  indicative  of cash flows of a separate,  independent  entity nor will it be
indicative of cash flows in future periods.

   Cash and cash  equivalents  decreased  $2.0 million in 1999  compared to $8.4
million in 1998.  The change of $6.4 million was primarily due to an increase in
short-term borrowings used to repay an intercompany loan in Poland.

Year 2000

   Many computerized  systems and microprocessors that are embedded in a variety
of products  used by the PepsiCo  Bottling  Operations  have the  potential  for
operational



                                             -10-


<PAGE>


problems if they lack the ability to handle the transition to the Year 2000. The
management of the PepsiCo Bottling  Operations has established teams to identify
and correct Year 2000 issues. The management of the PepsiCo Bottling  Operations
has engaged IBM to help set testing  strategy and  complete  some of the offsite
remediation. Information technology systems with non-compliant code are expected
to be modified or replaced  with systems that are Year 2000  compliant.  Similar
actions are being taken with respect to systems  embedded in  manufacturing  and
other  facilities.  The teams are also charged with  investigating the Year 2000
readiness of suppliers,  customers  and other third parties and with  developing
contingency plans where necessary.

   Key  information  technology  systems have been  inventoried and assessed for
compliance, and detailed plans are in place for required system modifications or
replacements.   Remediation  and  testing  activities  are  well  underway  with
approximately 85% of the systems already compliant.  This percentage is expected
to increase to  approximately  95% by the end of the second quarter of 1999 with
compliance planned by the fourth quarter of 1999. Inventories and assessments of
systems embedded in  manufacturing  and other facilities have been completed and
remediation activities are underway with a mid-year 1999 target completion date.
Independent consultants are monitoring progress against remediation programs and
performing  testing at certain key locations.  In addition,  the progress of the
programs is also monitored by senior management and the board of directors.

   The PepsiCo Bottling  Operations'  most significant  exposure arises from its
dependence  on high volume  transaction  processing  systems,  particularly  for
production scheduling,  inventory cost accounting,  purchasing, customer billing
and collection,  and payroll.  The management of the PepsiCo Bottling Operations
anticipates that any necessary  corrective actions to these applications will be
completed by the end of the second quarter of 1999.

   The  management  of the PepsiCo  Bottling  Operations  has  contacted the key
suppliers that are critical to the production  processes.  The management of the
PepsiCo Bottling  Operations is in the process of visiting suppliers  identified
as presenting the greatest  impact if not compliant.  These  suppliers have been
selected  either  because  of the  dependence  on them or  because  of  concerns
regarding  their  remediation  plans.  The  management  of the PepsiCo  Bottling
Operations  has not  identified  any key  suppliers  who will  not be Year  2000
compliant.  Contingency  plans will be developed for the  non-compliance  of key
suppliers  during 1999.  The management of the PepsiCo  Bottling  Operations has
also  contacted  significant  customers and PepsiCo  joint venture  partners who
manufacture  certain LIPTON and STARBUCKS  products,  that the PepsiCo  Bottling
Operations sell, and have begun to survey their Year 2000 remediation  programs.
Risk assessments and contingency  plans,  where necessary,  will be finalized in
the second quarter of 1999.

   Costs  directly  related to Year 2000 issues are estimated to be $6.9 million
from 1998 to 2000,  of which $4.2  million or 61% has been spent.  Approximately
39% of the total estimated spending represents costs to modify existing systems,
which  includes  the  inventory,  assessment,  remediation,  testing and rollout
phases.  The  remaining  61%  represents  spending for the  development  of, and
testing  rollout of new  systems to  replace  or  rewrite  older,  non-compliant
applications.  This estimate assumes that the PepsiCo  Bottling  Operations will
not incur  significant  Year  2000  related  costs on  behalf of its  suppliers,
customers, or other third parties. These costs will not necessarily increase the
normal level of spending on information  technology due to the deferral of other
projects to enable them to focus on Year 2000 remediations.
                                             -11-
<PAGE>
   Contingency plans for Year 2000 related interruptions are being developed and
will include,  but not be limited to, the  development  of emergency  backup and
recovery procedures,  remediation of existing systems parallel with installation
of new systems,  replacement of electronic  applications  with manual processes,
identification  of  alternate  suppliers  and an  increase in raw  material  and
finished goods inventory  levels.  All plans are expected to be completed by the
end of the second quarter in 1999.

   In light of the foregoing,  the management of the PepsiCo Bottling Operations
does not currently  anticipate that it will experience a significant  disruption
to their business as a result of the Year 2000 issue.  The most likely potential
risk is a temporary  inability of suppliers to provide supplies of raw materials
or of  customers  to pay on a timely  basis.  The  PepsiCo  Bottling  Operations
typically  experiences  below  average  sales  volume  in  January  due  to  the
seasonality  of its  products.  Consequently,  the  management  of  the  PepsiCo
Bottling Operations believes that in a worst case scenario any supply disruption
can be  minimized  by drawing  down  inventories  or  increasing  production  at
unaffected plants with some increase in distribution costs. The PepsiCo Bottling
Operations is testing electronic billing and payment systems during 1999 as part
of its overall Year 2000 strategy and will work with customers  that  experience
disruptions that might impact payment to the PepsiCo Bottling Operations.

   The  PepsiCo  Bottling  Operations'  Year 2000  efforts  are  ongoing and its
overall plan, as well as the  consideration of contingency  plans, will continue
to evolve as new  information  becomes  available.  While the  management of the
PepsiCo Bottling  Operations  anticipates no major  interruption of its business
activities,  that will depend,  in part,  on the ability of third  parties to be
Year 2000 compliant.  Although the PepsiCo  Bottling  Operations has implemented
the actions  described  above to address  third party  issues,  it has no direct
ability to ensure  compliance  action by those parties.  Accordingly,  while the
PepsiCo Bottling  Operations believes its actions in this regard should have the
effect of lessening Year 2000 risks,  it is unable to eliminate such risks or to
estimate  the  ultimate  effect  of Year  2000  risks  on the  PepsiCo  Bottling
Operations' operating results.




















                                            -12-

<PAGE>



                     Independent Accountants' Review Report



The Board of Directors and Shareholders of
PepsiCo, Inc.

We have  reviewed  the  accompanying  condensed  combined  balance  sheet of the
PepsiCo  Bottling  Operations  as of March 20,  1999 and the  related  condensed
combined  statements  of  operations  and cash flows for the twelve  weeks ended
March 20, 1999 and March 21, 1998. These condensed combined financial statements
are the responsibility of the PepsiCo Bottling Operations' management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally of applying  analytical  review procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the condensed  combined  financial  statements  referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the combined  balance sheet of PBO as of December 26, 1998,  and the
related  combined  statements of operations,  cash flows and  accumulated  other
comprehensive  loss for the  fifty-two  week  period  then  ended not  presented
herein;  and in our report dated  February 19, 1999, we expressed an unqualified
opinion on those combined financial statements.  In our opinion, the information
set forth in the  accompanying  condensed  combined balance sheet as of December
26, 1998,  is fairly  presented,  in all material  respects,  in relation to the
combined balance sheet from which it has been derived.


                                                   KPMG LLP



New York, New York
June 3, 1999








                                            -13-


<PAGE>




<PAGE>


                   PART II - OTHER INFORMATION AND SIGNATAURES

Item 5.     Other Information


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

   The  unaudited pro forma  combined  financial  information  should be read in
conjunction with the "Management  Discussion and Analysis of Financial Condition
and Results of Operations" and condensed  consolidated  financial statements and
accompanying notes of Whitman contained in Whitman's Form 10-Q for the quarterly
period  ended  April 3,  1999,  dated  May 17,  1999 as well as the  "Management
Discussion  and  Analysis  of  Liquidity  and Capital  Resources  and Results of
Operations" of the PepsiCo Bottling  Operations  included elsewhere in this Form
10-Q. Whitman's Quarterly Report on Form 10-Q dated May 17, 1999 is incorporated
by reference in this Form 10-Q.

   On March 19, 1999, Whitman completed the sale to PepsiCo of its franchises in
Marion,  Virginia and Princeton,  West Virginia. The sale of Whitman's franchise
in Russia was  completed  on March 31, 1999.  Whitman  recorded a pretax gain of
$11.4  million,  or $8.0  million  after  tax and  minority  interest,  which is
included as other income  (expense),  net, in Whitman's  reported results in the
pro forma combined statement of operations.

   The pro forma  combined  balance  sheet gives effect to the  following  items
assuming they occurred at the end of Whitman's first quarter of 1999:

o  The acquisition by New Whitman of the bottling  operations and the respective
   assets and  liabilities  of the franchise  territories  located in Cleveland,
   Ohio, Dayton,  Ohio,  Indianapolis,  Indiana, St. Louis,  Missouri,  southern
   Indiana,  Hungary,  the Czech  Republic,  Slovakia and the balance of Poland,
   referred to as the PepsiCo Bottling  Operations,  from PepsiCo for 54 million
   shares of New Whitman common stock, $176.0 million in cash, $241.8 million of
   debt and the  transfer  of  PepsiCo's  20%  minority  interest  in  Whitman's
   principal operating subsidiary, Pepsi-Cola General Bottlers, Inc.
   ("Pepsi General").

o  The repurchase of up to 16 million  shares,  or $400 million of common stock,
   whichever is less, of Whitman/New Whitman common stock.

   The pro forma combined  statement of operations gives effect to the following
   transactions  assuming  they  occurred at the  beginning of  Whitman's  first
   quarter of 1999:

o  The sale by Whitman of Pepsi General's bottling operations and the respective
   assets  and  liabilities  of the  franchise  territories  located  in Marion,
   Virginia,  Princeton, West Virginia, and the St. Petersburg area of Russia to
   PepsiCo and removal of their respective first quarter 1999 operating results.



                                            -14-


<PAGE>


o  The acquisition by New Whitman of the PepsiCo Bottling Operations from
   PepsiCo and the inclusion of their respective  first quarter 1999 operating
   results, including amortization of goodwill associated with the purchase.

o  The  recognition  of interest and debt issuance  costs  associated  with debt
   incurred in the acquisition of the PepsiCo  Bottling  Operations from PepsiCo
   and  debt  incurred  related  to  the  repurchase  of 16  million  shares  of
   Whitman/New Whitman common stock.

o  The  elimination  of  interest  expense  allocated  to the  PepsiCo  Bottling
   Operations by PepsiCo on debt that will not be assumed by New Whitman.

o  The elimination of corporate charges paid to PepsiCo by Pepsi General,  which
   by agreement will not continue.

o  The elimination of PepsiCo's 20% minority interest in Pepsi General.

   The acquisition of the PepsiCo Bottling  Operations  territories is accounted
for under the  purchase  method.  Pro forma  earnings per share is based upon an
assumed 139.1 million shares outstanding after completing all transactions.































                                            -15-


<PAGE>


                                   NEW WHITMAN
                        PRO FORMA COMBINED BALANCE SHEET
                            (in millions, unaudited)

                                        End of First Quarter of 1999

                                            PepsiCo
                                            Bottling
                                  Whitman   Operations
                                Corporation Franchise                 New
                                    As      Territories Pro Forma    Whitman
                                 Reported   Acquired   Adjustments Pro Forma
ASSETS:
Current Assets:

   Cash and equivalents         $  122.3   $    4.1    $  (4.1)(A) $  122.3
   Receivables, net                165.1       73.2        --         238.3
   Inventories                      73.5       33.4        --         106.9
   Other current assets             37.6       10.8        --          48.4
                                --------   --------    -------     --------
     Total current assets          398.5      121.5       (4.1)       515.9
                                --------   --------    -------     --------

Property, net                      469.5      258.2       23.4 (A)    751.1

Intangibles, net                   394.1      366.3     (366.3)(A)
                                                         996.0 (A)  1,390.1
Other assets                       187.1       44.0         --        231.1
                                --------   --------    -------      --------
     Total Assets               $1,449.2   $  790.0    $ 649.0     $2,888.2
                                ========   ========    =======     ========

LIABILITIES AND EQUITY:
Current Liabilities:

   Short-term debt              $  150.0   $   44.1    $ (44.1)(A)    150.0
   Other current liabilities       219.6       83.5    $  18.7 (A)    321.8
                                --------   --------                --------
     Total Current Liabilities     369.6      127.6      (25.4)       471.8
                                --------   --------    -------     --------

Long-term debt                     580.2         --      417.8 (A)
                                                          67.7 (B)  1,065.7
Deferred income taxes               94.3       10.0         --        104.3
Other liabilities                   63.1       12.2         --         75.3

Minority interest                  237.2        --      (237.2)(A)       --

Shareholders' Equity               104.8      640.2     (640.2)(A)
                                                       1,134.0 (A)
                                                         (67.7)(B)  1,171.1
                                --------   --------    -------     --------
Total Liabilities and Equity    $1,449.2   $  790.0    $ 649.0     $2,888.2
                                ========   ========    =======     ========


        See accompanying Notes to Pro Forma Combined Financial Information.

                                            -16-


<PAGE>

<TABLE>
<CAPTION>

                                   NEW WHITMAN
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS
                      (in millions, except per share data,)

                                                First Quarter of 1999

                                                         PepsiCo
                                               Pepsi     Bottling
                                  Whitman     General    Operations
                                 Corporation  Franchise  Franchise                New
                                     As     Territories Territories Pro Forma    Whitman
                                  Reported      Sold     Acquired   Adjustments  Pro Forma
<S>                               <C>        <C>        <C>        <C>          <C>

Sales                             $  374.8   $  (12.7)  $  129.6  $   --       $  491.7
Cost of goods sold                   219.7       (8.8)      76.2      --          287.1
                                  --------   --------   --------  ------        -------
   Gross profit                      155.1       (3.9)      53.4      --          204.6
Selling, general and
administrative
  expenses                           120.0       (6.3)      53.7      --  (C)
                                                                      0.4 (D)     167.8

Allocated division and PepsiCo
  corporate costs                       --         --         3.9      -- (C)       3.9

Amortization expense                   3.9       (0.4)       3.2     (3.2)(E)
                                                                      6.2 (E)       9.7
                                   -------    -------    -------   ------       -------
   Operating income (loss)            31.2        2.8       (7.4)    (3.4)         23.2

Interest expense, net                (11.3)       0.6       (1.2)    (7.5)(F)
                                                                      1.2 (G)     (18.2)
Interest expense allocated by
PepsiCo                                --         --       (10.4)    10.4 (G)        --

Other income (expense), net            6.6        1.0       (1.4)     2.3 (H)       8.5
                                   -------    -------    -------   ------       -------
 Income (loss) before income
   taxes                              26.5        4.4      (20.4)     3.0          13.5

Income taxes                           8.3        2.0       (0.4)     2.4 (I)      12.3
                                   -------    -------    -------   ------       -------
   Income (loss) from continuing
     operations before minority
     interest                         18.2        2.4      (20.0)      .6           1.2

Minority interest                      3.9        0.5        --      (4.4)(J)        --
                                  --------   --------   -------   -------       -------
Income (loss) from continuing
  operations                      $   14.3   $    1.9   $  (20.0) $   5.0       $   1.2
                                  ========   ========   ========  =======       =======

Weighted average common shares:

Basic                                 96.1                           38.0 (K)     134.1
Incremental effect of stock
  options                              1.5                             --           1.5
                                  --------                        -------       -------
Diluted                               97.6                           38.0         135.6
                                  ========                        =======       =======

Income from continuing
 operations per share:
Basic                             $   0.15                                      $  0.01
Diluted                           $   0.15                                      $  0.01

            See accompanying Notes to Pro Forma Combined Financial Information.

</TABLE>

                                            -17-


<PAGE>


New Whitman
Notes to Pro Forma Combined Financial Information

(A)   To record the  transactions  related  to the  acquisition  of the  PepsiCo
      Bottling  Operations  franchise  territories and the minority  interest in
      Pepsi General previously held by PepsiCo, as follows (in millions):

 Acquisition costs:
   Issuance of 54 million shares of common stock             $1,134.0
   Issuance of long-term debt                                   417.8
   Accrual of estimated transaction costs                        18.7
                                                             --------
      Total acquisition costs                                 1,570.0
                                                             --------
 Allocation of acquisition costs:
   Net assets of the PepsiCo Bottling Operations franchise
 territories                                                    640.2
   Less: intangible assets of the PepsiCo Bottling
   Operations franchise territories                            (366.3)
      Net tangible assets of the PepsiCo Bottling Operations
       franchise territories                                    273.9
   Recorded value of PepsiCo's minority interest in
   Pepsi General                                                237.2
   Payoff by PepsiCo of short-term debt of the PepsiCo
      Bottling Operations franchise territories                  44.1
   Less: cash balances of the PepsiCo Bottling Operations
      franchise territories remaining with PepsiCo               (4.1)
                                                              -------
      Total allocation of acquisition costs                     551.1
                                                              -------
 Excess of acquisition costs over recorded values of assets
   and liabilities                                           $1,019.4
                                                             ========
 Allocation of acquisition costs over recorded values:
   Fair value of property in excess of its recorded
   value, net                                                $   23.4
   Intangible assets                                            996.0
                                                             --------
 Total allocation of acquisition costs over recorded
 values                                                      $1,019.4
                                                             ========

      Additional information about the acquisition costs and allocation of those
      costs is as follows:

o        The shares to be issued by New  Whitman in  connection  with the merger
         transaction were valued at $21 per share,  based on the average closing
         market price of Whitman  common stock as reported on the New York Stock
         Exchange during the three day period  immediately  before and after the
         January 25, 1999  announcement of the original merger agreement between
         Whitman and PepsiCo.

o        The long-term  debt to be issued of $417.8 million will be used to make
         a  cash  payment  of  $176.0  million  to  PepsiCo   payable  when  the
         transactions are closed and subsequent  payments under notes payable to
         PepsiCo of $241.8 million.

o        The accrual of estimated transaction costs is primarily attributable to
         the $15.0 million financial advisory fee payable to Credit Suisse/First
         Boston with the remainder  associated with legal,  accounting and other
         advisory fees and expenses directly associated with the transaction.  A
         portion of these fees and  expenses  was  allocated  to the sale of the
         Pepsi  General  franchise  territories  and is  included  in  Whitman's
         reported current liabilities.

                                               -18-


<PAGE>



o        The portion of the excess  purchase cost allocated to property is based
         on preliminary appraisals. The allocation is subject to refinement when
         the final  appraisals are completed after the  transactions are closed.
         Whitman   anticipates   that  the  final  appraisals  will  not  differ
         significantly from the preliminary appraisals.

o        The  remainder  of the  excess  purchase  cost  has been  allocated  to
         intangibles,  which are comprised of the franchise  rights acquired and
         goodwill.  No portion of the excess purchase cost has been allocated to
         the other assets acquired or liabilities assumed. Whitman believes that
         the fair values of those other assets and liabilities  will approximate
         their carrying values.

o        The consideration to be paid to PepsiCo is subject to adjustments based
         on changes in the working  capital  accounts  of the  PepsiCo  Bottling
         Operations  franchise  territories.  However,  such adjustments are not
         expected to be significant.

(B)   To record the  repurchase  of 16  million  shares of  Whitman/New  Whitman
      common stock, pursuant to the merger agreement, and to record the issuance
      of debt to finance the repurchases (in millions):

      Repurchase of 13.4 million shares  through May 28, 1999   $ 251.9
      Additional repurchases of 2.6 million shares                 45.8
         Total cash required to repurchase shares                 297.7
      First quarter 1999 repurchases reflected in Whitman
         as reported                                             (230.0)
                                                                -------
         Debt issued to fund repurchases                        $  67.7
                                                               ========

      The merger agreement  provides that during the twelve months following the
      closing of the merger,  New Whitman will purchase up to 16 million  shares
      of New Whitman common stock. PepsiCo has agreed that shares repurchased by
      Whitman  after  February  5, 1999 and prior to the  closing may be used to
      reduce New Whitman's repurchase obligation.  New Whitman need not complete
      the remaining repurchases if the New Whitman board of directors determines
      in good faith that they are impractical or inadvisable.

      The  repurchase  cost of the remaining  2.6 million  shares is based on an
      assumed average price of $17.60 per share,  which approximates the average
      price of the shares  repurchased  in the five  business days ending on May
      21, 1999. An increase or decrease in the  repurchase  cost of $1 per share
      on the remaining 2.6 million shares would change the amount of debt issued
      to fund  repurchases by $2.6 million.  The change in debt would change pro
      forma interest  expense by $0.2 million on an annual basis or $0.1 million
      after tax.

(C)   Adjustments  have not been made to give effect to the potential  reduction
      in  administrative  expenses  that may be  realized  by New Whitman due to
      facility  consolidations and other cost savings  initiatives,  because the
      amount of such  potential  savings  cannot be  estimated  with an adequate
      level of certainty.

                                            -19-


<PAGE>



(D)   To adjust  depreciation  expense  based on the  preliminary  appraisals of
      property,  plant and  equipment  (Note A). The  increase  in  depreciation
      expense is based upon the  following  adjustments  to property,  plant and
      equipment and estimated remaining lives:

                                                     Range of
                                    Adjustment    Remaining Lives
      Land                          $      .9
      Building and improvements           (.8)      13 to 22 years
      Machinery and equipment            23.3        1 to 14 years
                                      -------
        Total                       $    23.4
                                      =======

(E)   To reflect the amortization of intangible  assets acquired,  the following
      entries were made:

     o  The  elimination  of  amortization  expense  recorded  by  the  PepsiCo
        Bottling Operations franchise territories.

     o  The  recording of $6.2 million of  quarterly  amortization  expense on
        intangible  assets of $996.0 million,  related to the PepsiCo Bottling
        Operations  franchise  territories,  using a  forty-year  amortization
        period.  The principal factors  considered in determining the use of a
        40 year amortization period include: 1) the franchise  agreements with
        PepsiCo are granted in perpetuity  and provide the exclusive  right to
        manufacture and sell PepsiCo  branded  products within the territories
        prescribed in the  agreements,  and 2) the existing and projected cash
        flows are  adequate to support the carrying  values of the  intangible
        assets to be recorded.
(F)   To record the net increase in interest  expense  based on the net increase
      in long-term debt, as follows (in millions):

      Debt incurred by New Whitman to fund payments to PepsiCo (Note A)   $417.8
      Debt incurred for share repurchases (Note B)                          67.7
                                                                          ------
         Net increase in long-term debt                                   $485.5
                                                                          ======
      Quarterly interest at an assumed effective rate of 6.2%             $  7.5
                                                                          ======

      The net cash proceeds from the sale of Pepsi General franchise territories
      were  used to repay  existing  borrowings.  The  effective  interest  rate
      assumed  in the pro forma  adjustment  of 6.2  percent is based upon rates
      available  to  Whitman/New  Whitman  under its existing  commercial  paper
      program and rates obtained on public debt offerings of $150 million of 6.0
      percent notes and $150 million of 6.375 percent notes in April, 1999.

      A change in the interest rate of 1/8 of a percentage  point would have the
      effect of changing interest expense $.6 million or $.4 million after tax.


                                            -20-


<PAGE>



(G)   To eliminate the interest  expense,  net, of $1.2 million  recorded by the
      PepsiCo  Bottling   Operations  and  interest  expense  of  $10.4  million
      allocated by PepsiCo to the PepsiCo  Bottling  Operations.  The underlying
      debt will not be assumed by New Whitman.

(H)   To  eliminate  the  corporate  charge  paid by Pepsi  General to  PepsiCo.
      Whitman  and  PepsiCo  have  agreed  to  terminate  this  charge  once the
      transactions are closed.

(I)   To record the estimated tax impact of the pro forma adjustments,  using an
      incremental tax rate of 40%, determined as follows (in millions):

      Pretax income of pro forma adjustments                     $  3.0
      Plus:  additional non-deductible intangible amortization      3.0
                                                                  -----
         Total                                                      6.0
      Incremental tax rate                                        x  40%
                                                                  -----
      Pro forma tax adjustment                                   $  2.4
                                                                 ======

(J)   To  eliminate  PepsiCo's  20%  minority  interest in the earnings of Pepsi
      General, due to the transfer of that minority interest to New Whitman.

(K)   To record the net increase in weighted average common shares  outstanding,
      giving  effect to the  issuance of 54 million  shares to PepsiCo  (Note A)
      less the 16 million shares to be acquired pursuant to the merger agreement
      (Note B).

























                                            -21-


<PAGE>



Item 6.     Exhibits and Reports on Form 8-K
            --------------------------------
            (a)  Exhibits

                 See Index to Exhibits on page 24.

            (b)  Reports on Form 8-K
                 -------------------
                 None.






































                                            -22-


<PAGE>



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








                                          Heartland Territories Holdings, Inc.
                                       (Name Changed to Whitman Corporation
                                                    on May 20, 1999)
                                        --------------------------------------
                                                      (Registrant)






Date:     June 3, 1999                           Martin M. Ellen
                                             -------------------------
                                             Senior Vice President and
                                             Chief Financial Officer


























                                            -23-


<PAGE>



                               INDEX TO EXHIBITS
                                   ITEM 6 (a)



EXHIBITS



Exhibit 27           Financial Data Schedule 12 weeks ended March 20, 1999

































                                            -24-


<PAGE>