<PAGE>
 

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM 10-Q

                               -----------------

                               QUARTERLY REPORT
                         UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


FOR QUARTER ENDED                                         COMMISSION FILE NUMBER
SEPTEMBER 30, 1996                                               0-28726

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



                DELAWARE                                        95-4284699
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                       Identification Number)


         3220 EAST 26TH STREET
           VERNON, CALIFORNIA                                     90023
(Address of principal executive offices)                        (Zip code)



                                (213) 268-7779
             (Registrant's telephone number, including area code)


  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 report(s)), and (2) has been subject to
such filing requirements for the past 90 days.  YES  X   NO    .
                                                    ---     ---


  The number of shares outstanding of the Common Stock of the registrant on
September 30, 1996, the close of the period covered by this report, was
5,000,000.

================================================================================
<PAGE>
 

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

                                     INDEX


<TABLE>
<CAPTION>
                                                                           PAGE
                                                                          ------
<S>                                                                       <C> 
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Unaudited condensed consolidated balance sheets as of 
            September 30, 1996 and December 31, 1995                         2

          Unaudited condensed consolidated statements of operations 
            for the 46 days ending September 30, 1996, the 46 days
            ending August 15, 1996, and the three months ending 
            September 30, 1995                                               3

          Unaudited condensed consolidated statements of operations 
            for the 46 days ending September 30, 1996, the eight 
            months and 15 days ending August 15, 1996, and the nine 
            months ending September 30, 1995                                 4

          Unaudited condensed consolidated statements of cash flows 
            for the 46 days ending September 30, 1996, the eight             
            months and 15 days ending August 15, 1996, and the nine 
            months ending September 30, 1995                                 5

          Unaudited condensed consolidated statements of stockholders' 
            equity (deficit) for the 46 days ending September 30, 1996, 
            the eight months and 15 days ending August 15, 1996, and the
            nine months ending September 30, 1995                            6

          Notes to condensed consolidated financial statements 
            (unaudited)                                                      7
                                        
Item 2.   Management's Discussion and Analysis of Financial Condition 
            and Results of Operations                                       12 

PART II.  OTHER INFORMATION

Item 2.   Change in Securities                                              16

Item 6.   Exhibits and Reports on Form 8-K                                  16

SIGNATURES
</TABLE> 

<PAGE>
 

           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.
                Unaudited Condensed Consolidated Balance Sheet
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                    ASSETS

                                                            Reorganized        Predecessor
                                                              Company            Company
                                                           -------------       ------------
                                                           September 30,       December 31,
                                                               1996                1995
                                                           -------------       ------------
                                                           (Notes 2 & 3)
<S>                                                        <C>                 <C>
Current assets:
  Cash                                                     $       3,291       $      6,013
  Accounts receivable:
    Trade, net                                                    24,609             42,261
    Other                                                          5,049              9,386
  Inventories:
    Finished goods                                                15,486             18,749
    Raw materials                                                  6,244              6,198
  Prepaids                                                         1,626              2,908
                                                           -------------       ------------
      Total current assets                                        56,305             85,515
                                                           -------------       ------------
Investment in joint venture                                            -              1,422
Property, plant and equipment, net                                33,551             79,945
Other assets:
  Intangible and other assets                                      6,508             21,422
  Debt issuance costs                                                 99              3,829
                                                           -------------       ------------
      Total assets                                         $      96,463       $    192,133
                                                           =============       ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                         $      15,935       $     29,141
  Accrued expenses                                                33,296             34,371
  Current portion of long-term debt                                  549            189,954
                                                           -------------       ------------
      Total current liabilities                                   49,780            253,466
                                                           -------------       ------------
Long-term debt:
  Revolving credit facilities                                     14,590                  -
  Term loan                                                          527                  -
  Capital leases                                                   2,580                  -
                                                           -------------       ------------
      Total long-term debt                                        17,697                  -
                                                           -------------       ------------
Stockholders' equity (deficit):
  Capital stock $0.01 par value, 6,000,000 and
    1,000 shares authorized and 5,000,000 and
    1,000 issued and outstanding, respectively                         -                  -
  Additional paid-in capital                                      30,000             42,557
  Retained deficit                                                (1,014)          (103,890)
                                                           -------------       ------------
      Total stockholders' equity (deficit)                        28,986            (61,333)
                                                           -------------       ------------
      Total liabilities and stockholders' equity           $      96,463       $    192,133
                                                           =============       ============
</TABLE>

             The accompanying notes are an integral part of these 
                    condensed consolidated balance sheets.

                                       2
<PAGE>
 
           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.
           Unaudited Condensed Consolidated Statements of Operations
                 (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                   Reorganized                  Predecessor
                                                                     Company                      Company
                                                                   -----------          ------------------------------
                                                                   8/16 - 9/30          7/1 - 8/15          7/1 - 9/30
                                                                       1996                1996                 1995
                                                                   -----------          ----------          ---------- 
                                                                  (Notes 2 & 3)
<S>                                                               <C>                   <C>                 <C> 
Net sales                                                            $33,518               $38,788            $106,035
Cost of goods sold                                                    27,418                31,406              90,814
                                                                     -------               -------            -------- 
   Gross profit                                                        6,100                 7,382              15,221
Administrative, marketing and general expenses                         5,362                 4,568              12,550
Depreciation and amortization                                          1,461                 1,612               4,410
Restructure charges (Note 4)                                               -                     -               2,646
                                                                     -------               -------            -------- 
   Operating (loss) income                                              (723)                1,202              (4,385)
Interest expense                                                         267                 2,216               5,842
Other income, net                                                          4                31,817                  35
                                                                     -------               -------            -------- 
   (Loss) income before income taxes, reorganization                   
     expenses and extraordinary items                                   (986)               30,803             (10,192)
Reorganization expenses (Note 2)                                           -                32,212                   -
Provision for income taxes                                                28                   300                   -
                                                                     -------               -------            -------- 
   Loss before extraordinary items                                    (1,014)               (1,709)            (10,192)
Extraordinary items (Notes 2 & 3)                                          -                77,749                   -
                                                                     -------               -------            -------- 
   Net (loss) income                                                 $(1,014)              $76,040            $(10,192)
                                                                     =======               =======            ========  
Loss per common share:
   Net loss per common share                                         $ (0.20)                    -                   - 
                                                                     =======               =======            ======== 
   Weighted average common shares outstanding                          5,000                     -                   - 
                                                                     =======               =======            ========  
</TABLE>



  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       3

<PAGE>
 
           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.
           Unaudited Condensed Consolidated Statements of Operations
                 (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
 
                                           Reorganized         Predecessor
                                             Company             Company
                                          -------------   ----------------------
                                           8/16 - 9/30    1/1 - 8/15  1/1 - 9/30
                                              1996           1996        1995
                                          -------------   ----------  ----------
                                          (Notes 2 & 3)
<S>                                       <C>             <C>         <C>

Net sales                                 $      33,518   $  202,844  $  306,473
Cost of goods sold                               27,418      164,320     260,698
                                          -------------   ----------  ----------
    Gross profit                                  6,100       38,524      45,775
Administrative, marketing                      
  and general expenses                            5,362       28,011      36,111
Depreciation and amortization                     1,461       10,399      13,398

Restructure charges (Note 4)                         --          547       2,646
                                          -------------   ----------  ----------
    Operating loss                                 (723)        (433)     (6,380)

Interest expense                                    267       12,871      17,349
Other income, net (Note 2)                            4       33,712         171
                                          -------------   ----------  ----------
      (Loss) income before income taxes, 
      reorganization expenses and 
      extraordinary items                          (986)      20,408     (23,558)
Reorganization expenses (Note 2)                     --       35,369          --
Provision for income taxes                           28          345          --
                                          -------------   ----------  ----------
    Loss before extraordinary items              (1,014)     (15,306)    (23,558)
                                  
Extraordinary items (Notes 2 & 3)                    --       77,239          --
                                          -------------   ----------  ----------
      Net (loss) income                   $      (1,014)  $   61,933  $  (23,558)
                                          =============   ==========  ==========

                                                     
Loss per common share:
     Net loss per common share            $       (0.20)          --          --
                                          =============   ==========  ==========
     Weighted average common shares 
       outstanding                                5,000           --          --
                                          =============   ==========  ==========
</TABLE>



  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>
 
           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.
           Unaudited Condensed Consolidated Statements of Cash Flows
                         (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                         Reorganized            Predecessor
                                                           Company                Company
                                                         -----------     -------------------------
                                                         8/16 - 9/30     1/1 - 8/15     1/1 - 9/30
                                                             1996           1996           1995
                                                         -----------     ----------     ----------
<S>                                                        <C>            <C>            <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                      (Notes 2 & 3)
  Loss before extraordinary item                           $ (1,014)      $(15,306)      $(23,558)
  Adjustments to reconcile net loss to net cash
    (used in) provided by operating activities:
      Depreciation and amortization                           1,461         10,997         14,768
      Equity in earnings of joint venture                         -             (5)           (77)
      Gain on sales of fixed assets                               -           (169)             6
      Non cash reorganization expenses                            -         29,735              -
      Disposition of capital lease                                -          1,192              -
      Provision for doubtful accounts                           100            783            565
      Gain on sale of Puerto Rico                                 -        (31,715)             -
      Changes in assets and liabilities:
       Accounts receivable                                    5,529         (1,671)        19,103
       Inventories                                           (5,156)           227         10,247
       Prepaids and other                                      (948)         1,877         (5,019)
       Accounts payable                                     (14,240)        11,505        (22,083)
       Accrued expenses                                         887         10,924          2,754
                                                           --------       --------       --------
        Net cash (used in) provided by   
          operating activities                              (13,381)        18,374         (3,294)
                                                           --------       --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of Puerto Rico                               -         71,626              -
  Proceeds from sales of property, plant and equipment            -            133             46
  Cash additions to property, plant and equipment              (746)        (4,402)        (3,020)
                                                           --------       --------       --------
        Net cash (used in) provided by                    
          investing activities                                 (746)        67,357         (2,974)
                                                           --------       --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from (repayment of) revolving loans               14,590        (30,290)         4,136
  Payment to Senior Secured Note holders                          -        (55,000)             -
  (Repayment of) proceeds from term loan                        (11)        (2,852)           114
  Payment of debt issuance costs                                  -            (88)            (2)
  Repayment of capital lease                                    (37)          (638)          (602)
                                                           --------       --------       --------
        Net cash provided by (used in)
          financing activities                               14,542        (88,868)         3,646
                                                           --------       --------       --------
NET INCREASE (DECREASE) IN CASH                                 415         (3,137)        (2,622)
CASH, beginning of period                                     2,876          6,013          6,982
                                                           --------       --------       --------
CASH, end of period                                        $  3,291       $  2,876       $  4,360
                                                           ========       ========       ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash interest paid                                       $    257       $  1,957       $ 11,912
                                                           ========       ========       ========
  Purchase of property, plant and equipment through   
    issuance of capital lease obligation                   $      -       $      -       $    555
                                                           ========       ========       ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       5
<PAGE>
 
           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.
 Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficit)
                            (Amounts in thousands)
<TABLE>
<CAPTION>
                                             Capital Stock       Additional                    Total
                                           -----------------      Paid-in       Retained    Stockholders'
                                           Shares     Amount      Capital        Deficit   Equity (Deficit)
                                           ------     ------     ----------     ---------  ----------------
<S>                                        <C>        <C>         <C>           <C>            <C> 
REORGANIZED (Notes 2 & 3)

August 16 to September 30, 1996
  Balance, August 16, 1996                 5,000      $    -      $ 30,000      $       -      $ 30,000
  Net loss for the period                      -           -             -         (1,014)       (1,014)
                                           -----      ------      --------      ---------      --------
  Balance, September 30, 1996              5,000      $    -      $ 30,000      $  (1,014)     $ 28,986
                                           =====      ======      ========      =========      ========
 
PREDECESSOR
January 1 to August 15, 1996
  Balance December 31, 1995                    1      $    -      $ 42,557      $(103,890)    $ (61,333)
  Reorganization                              99           -       (41,957)        41,957             -
  New issue                                4,900           -        29,400              -        29,400
  Net income for the period                    -           -             -         61,933        61,933
                                           -----      ------      --------      ---------      --------
  Balance, August 15, 1996                 5,000      $    -      $ 30,000      $       -      $ 30,000
                                           =====      ======      ========      =========      ========
 
PREDECESSOR
January 1 to September 30, 1995
  Balance, December 31, 1994                   1      $    -      $ 42,557      $ (71,696)     $(29,139)
  Net loss for the period                      -           -             -        (23,558)      (23,558)
                                           -----      ------      --------      ---------      --------
  Balance, September 30, 1995                  1      $    -      $ 42,557      $ (95,254)     $(52,697)
                                           =====      ======      ========      =========      ========
</TABLE>

 These accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       6
<PAGE>
 
           SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.

             Notes to Condensed Consolidated Financial Statements

                                  (Unaudited)


(1)  Presentation of Financial Information
     -------------------------------------

     The accompanying condensed consolidated financial statements include the
     accounts of Seven-Up/RC Bottling Company of Southern California, Inc.
     ("Southern California") and Southern California's wholly-owned subsidiary,
     Seven-Up/RC Bottling Company of Puerto Rico, Inc. ("Puerto Rico").  Except
     as otherwise indicated, Southern California and Puerto Rico are referred to
     collectively as the "Company".  On May 13, 1996, Southern California and
     its immediate holding company parent, Beverage Group Acquisition
     Corporation, filed voluntary petitions for reorganization relief under
     Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the
     District of Delaware.  On August 15, 1996, the Plan was consummated and
     Southern California emerged as a reorganized company from Chapter 11.  Due
     to the reorganization and implementation of fresh start reporting, the
     Condensed Consolidated Financial Statements for the new Reorganized Company
     (period starting August 16, 1996) are not comparable to that of Predecessor
     Company.  Predecessor Company included Southern California and Puerto Rico
     through the date of disposition, June 30, 1996.  Reorganized Company
     includes the operations of Southern California subsequent to the
     consummation date.

     During interim periods, the Company follows the accounting policies set
     forth in its Annual Report on Form 10-K filed with the Securities and
     Exchange Commission.  Users of financial information produced for interim
     periods are encouraged to refer to the footnotes contained in the Annual
     Report on Form 10-K when reviewing interim financial results.

     In the opinion of management, the accompanying interim financial statements
     contain all material adjustments, consisting only of normal recurring
     adjustments, necessary to present fairly the financial condition, the
     results of operations, cash flows, and stockholders' equity of the Company
     for interim periods.
 
     Certain reclassifications have been made to the 1995 financial statements
     to conform to the 1996 presentation.

(2)  Bankruptcy Filings
     ------------------

     As a result of severe liquidity problems, on July 31, 1995, Southern
     California suspended payments of interest on its $140,000,000, 11.5% Senior
     Secured Notes due 1999 (the "Senior Secured Notes").  At the end of the
     second quarter of 1995 through the first quarter of 1996, Southern
     California was in violation of certain of its revolving credit facility
     covenants, including tangible net-worth, interest coverage and fixed charge
     coverage.  At the request of Southern California, the revolving credit
     lender executed forbearance agreements extending through May 15, 1996.

     On November 9, 1995, Southern California announced that it had reached an
     agreement in principle on the terms of a restructuring of the Senior
     Secured Notes with an unofficial committee (the "Committee") of holders of
     such notes.  The agreement contemplated, among other things, (i) the
     exchange of the Senior Secured Notes for approximately 98% of the equity of
     Southern California, and (ii) the sale of Puerto Rico and the payment to
     the holders of the Senior Secured Notes of the net proceeds from such sale.

     On May 13, 1996, Southern California and its immediate holding company
     parent, Beverage Group Acquisition Corporation ("BGAC"), filed voluntary
     petitions for reorganization relief under Chapter 11 of the Bankruptcy Code
     to implement the terms of the restructuring agreement with the Committee.

                                       7
<PAGE>
 
     On July 1, 1996, Southern California sold its wholly owned subsidiary,
     Puerto Rico, for approximately $74 million which resulted in a net gain of
     approximately $32 million.  The proceeds from this sale were used to repay
     holders of the Senior Secured Notes and reduce Southern California's
     revolving credit facility.

     On August 2, 1996 (the "Confirmation Date"), the U.S. Bankruptcy Court of
     the District of Delaware, confirmed the Company's First Amended Joint Plan
     of Reorganization (the "Reorganization"), and on August 16, 1996, the
     Company emerged from bankruptcy.  Pursuant to the Reorganization, on such
     date certain indebtedness of the Company was canceled in exchange for cash
     and new equity interests.  The Company distributed to holders of its Senior
     Secured Notes approximately $55 million in cash and equity securities
     consisting of 5.0 million shares of common stock.

     As a result of the bankruptcy filing and the resulting debtor-in-possession
     working capital facility, Southern California wrote off $510,000 of debt
     issuance costs related to its previous working capital facility.  In
     addition, in the third quarter Southern California realized an
     extraordinary gain of $78 million relating to the discharge of the Senior
     Secured Notes and related accrued interest in accordance with the
     Reorganization.

     Upon emerging from bankruptcy, the Company's $54 million Debtor-In-
     Possession Revolving Credit Facility was canceled and replaced by a $35
     million facility.

     In accordance with the American Institute of Certified Public Accountants'
     Statement of Position 90-7 "Financial Reporting by Entities in
     Reorganization under the Bankruptcy Code," ("SOP 90-7") expenses resulting
     from the Reorganization should be reported separately as reorganization
     items in the Condensed Consolidated Statements of Operations, and are
     summarized below:

<TABLE>
<CAPTION>
 
                                                                     July 1, 1996            January 1, 1996
                                                                          to                       to
                                                                   August 15, 1996           August 15, 1996
                                                                   ---------------           ---------------
<S>                                                                <C>                       <C>
     Adjustment of assets to fair market value                     $        29,735           $        29,735
     Financial restructuring costs                                          2 ,477                     5,634
                                                                   ---------------           ---------------
                                                      Total        $        32,212           $        35,369
                                                                   ===============            ============== 
</TABLE>

(3)  Fresh Start Accounting
     ----------------------

     As of August 15, 1996, the Company adopted Fresh Start Reporting in
     accordance with SOP 90-7.  Fresh Start Reporting resulted in material
     changes to the Condensed Consolidated Balance Sheet, including valuation of
     real, intangible and other assets and the valuation of equity based on the
     appraised reorganization value of the ongoing business.

     The reorganization value of $30 million (the approximate fair value) was
     established based upon analysis by an independent valuation firm and
     considered many factors and various valuation methods, including discounted
     cash flows, selected comparable company multiples, selected acquisition
     transaction multiples and other applicable ratios and valuation techniques
     believed by management and its financial advisors to be representative of
     the Company's business and industry.

     The Reorganization and adoption of Fresh Start Reporting resulted in the
     following adjustments to the Company's Condensed Consolidated Balance Sheet
     for the period ending August 15, 1996.

                                       8
<PAGE>
 
<TABLE>
<CAPTION>
                                                      Predecessor                                               Reorganized
                                                        Company                                                   Company
                                                      -----------                                               -----------
                                                          at                Reorganization and                      at
                                                      August 15,          Fresh Start Adjustments                August 15,
                                                      -----------        --------------------------             -----------
ASSETS                                                   1996             Debit             Credit                 1996
                                                       --------          --------          --------               -------
<S>                                                    <C>               <C>               <C>                    <C> 
(Dollar amounts in thousands)
Total current assets                                   $119,733          $      -          $ 63,836/(f)/          $55,897
Property, plant and equipment, net                       55,918                 -            22,030/(a)/           33,888
Other assets:
  Intangible and other assets                            14,038                 -             6,414/(b)/            7,624
  Debt issuance costs                                     2,695                 -             2,607/(c)/               88
                                                       --------          --------          --------               -------
    Total assets                                       $192,384          $      -          $ 94,887               $97,497
                                                       ========          ========          ========               =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                     $ 30,176          $      -         $       -               $30,176
  Accrued expenses                                       57,087            23,465/(d)/            -                33,622
  Current portion of long-term debt                         544                 -                 -                   544
                                                       --------          --------          --------               -------
    Total current liabilties                             87,807            23,465                 -                64,342
                                                       --------          --------          --------               -------
 
Long-term debt                                          151,991           148,836/(e),(f)/        -                 3,155
                                                       --------          --------          --------               -------
Stockholders' equity (deficit):
  Additional paid-in capital                             42,557            41,957/(g)/       29,400/(g)/           30,000
  Retained deficit                                      (89,971)                -            77,749/(h)/                -
                                                                                             12,222/(i)/
                                                       --------          --------          --------               -------
    Total (deficit) equity                              (47,414)           41,957           119,371                30,000
                                                       --------          --------          --------               -------
    Total liabilities and
      stockholders' equity                             $192,384          $214,258          $119,371               $97,497
                                                       ========          ========          ========               =======
</TABLE>

                                       9
<PAGE>
 
Explanations of adjustment columns of the balance sheet are as follows:

(a)  To adjust property and equipment to estimated current market value. The
     market value of property and equipment has been determined by independent
     third party appraisal.

(b)  To primarily reflect the write-off of intangibles and adjust other assets
     to current market value.

(c)  To write-off remaining debt issuance costs for the Senior Secured Notes.

(d)  To primarily reflect the cancellation of accrued interest related to the
     Senior Secured Notes.

(e)  To reflect the cancellation of the Senior Secured Notes.

(f)  To reflect the paydown of the debtor-in-possession revolving credit
     facility.

(g)  To reflect the issuance of 5,000,000 shares of new common stock (par value
     $0.01).

(h)  To reflect the extraordinary gain resulting from the discharge of
     indebtedness. This extraordinary gain is calculated below:

<TABLE> 
        <S>                                                      <C> 
        Historical carrying value of old debt securities         $140,000
        Historical carrying value of related accrued interest      24,756
        Unamortized old deferred financing costs                   (2,607)
        Market Value of consideration exchanged for old debt:
          Plan securities (face value $29,400)                    (29,400)
          Senior securities principal payment                     (55,000)
                                                                 --------
            Extraordinary gain                                   $ 77,749
                                                                 ========
</TABLE> 

(i)  To reflect the elimination of stockholders' equity of the Predecessor
     Company.

                                       10
<PAGE>
 
     The following Unaudited Pro Forma Condensed Financial Information for the
     nine months ended September 30, 1996 and 1995, have been prepared giving
     effect to the sale of Puerto Rico and the consummation of the
     Reorganization including adjustments to interest, depreciation expense and
     asset amortization. The Pro Forma financial information was prepared as if
     the adjustments had occurred on January 1, 1996 and 1995, respectively.
     This information does not purport to be indicative of the results which
     would have been obtained had such transaction in fact had been completed as
     of the date hereof and for the periods presented or that may be obtained in
     the future.

     Unaudited Pro Forma Financial Information (dollar amounts in thousands):

<TABLE>
<CAPTION>
                                                                          Pro Forma Nine Months Ended
                                                                        -------------------------------
                                                                        September 30,     September 30,
                                                                            1996              1995
                                                                        -------------     -------------
     <S>                                                                   <C>               <C> 
     Total revenue                                                         $198,427          $247,119
     Operating costs and expenses                                           197,323           251,903
                                                                           --------          --------
     Income (loss) before interest, other income, reorganization 
       expenses and income taxes                                              1,104            (4,784)
     Interest, other income, income taxes and reorganization expenses         1,001            (4,210)
                                                                           --------          --------
     Net income (loss)                                                     $    103          $ (8,994)
                                                                           ========          ========
</TABLE>

(4)  Restructuring Charges
     ---------------------

     During the second quarter of 1996, the Company recorded approximately
     $547,000 of restructuring charges related to the termination of a capital
     lease. Annual lease payments related to the terminated lease were
     $1,328,000 in 1996, and $759,000 in 1997.

                                       11
<PAGE>
 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

GENERAL

     On May 13, 1996, Southern California and its immediate holding company
parent, Beverage Group Acquisition Corporation, filed petition for
reorganization relief under Chapter 11 of the Bankruptcy Code. On August 2,
1996, the Bankruptcy Court confirmed the Plan and on August 15, 1996, the Plan
was consummated.

     Due to the reorganization and implementation of fresh start reporting, the
Condensed Consolidated Financial Statements for the new Reorganized Company
(period starting August 16, 1996) are not comparable to those of Predecessor
Company. Predecessor Company included the operations of Southern California and
Puerto Rico, through the date of disposition, June 30, 1996. Reorganized Company
includes the operations of Southern California subsequent of the consummation
date.

     The Company's primary measurement of unit volume is Direct Store Delivery
("DSD") cases. Case sales are defined as physical cases of beverages sold,
including both ready-to-serve premix and postmix fountain products that are sold
in bulk (tanks or boxes). Avalon (warehouse distribution) and Liquitrend
(contract manufacturing) are not combined in the Company's physical case sales,
but are included in net sales, cost of goods sold, and operating income.
Liquitrend's net sales fluctuate from year to year and generate gross margins
that are less than gross margins for DSD sales.


RESULTS OF OPERATIONS (UNAUDITED)

COMPARISON OF THE COMPANY'S THREE MONTHS ENDED SEPTEMBER 30, 1996, WITH THE
THREE MONTHS ENDED SEPTEMBER 30, 1995.

     The table below sets forth sales for the three months ended September 30,
1996 and 1995. For purposes of analysis below, the operations of Predecessor
Company and Reorganized Company have been combined. As a result of the
Reorganization and recent restructuring resulting in the elimination and
downsizing of several product lines, the operations of Puerto Rico, Avalon and
Snapple DSD distribution have been eliminated to arrive at comparable sales.

<TABLE>
<CAPTION>
                                           Three Months Ended
                                     ------------------------------
                                     September 30,    September 30,
                                         1996             1995
                                     -------------    -------------
     <S>                                <C>              <C>
     Consolidated net sales             $72,306          $106,035
     Less:
       Puerto Rico                            -            21,295
       Avalon                                 -             8,027
       Snapple DSD                            -             4,672
       Snapple Liquitrend                     -             1,911
                                        -------          --------
         Comparable sales               $72,306          $ 70,130
                                        =======          ========
</TABLE>

     Net sales decreased to $72,306,000 for the three months ending September
30, 1996, from $106,035,000 for the comparable 1995 period, or 31.8%. This
decrease is the result of (i) the sale of the Puerto Rico operations
($21,295,000 of the net sales decrease); (ii) reduced sales of Southern
California's Liquitrend division ($1,911,000 of the net sales decrease); (iii)
the elimination of Southern California's warehouse distribution product
division, Avalon ($8,027,000 of the net sales decrease); and (iv) the
elimination of a Snapple distribution agreement, Snapple DSD ($4,672,000 of the
net sales decrease).

                                       12
<PAGE>
 
     Net sales for Southern California's DSD product line increased to
$64,957,000 for the three months ending September 30, 1996, from $63,465,000 for
the comparable 1995 period, or 2.4%. This net sales increase would have been
10.5% excluding Snapple DSD eliminated in 1996 as a result of the termination of
a temporary distribution agreement in November 1995 ($4,672,000 in sales).

     Liquitrend's net sales decreased to $7,349,000 for the three months ending
September 30, 1996, from $13,248,000 for the comparable 1995 period, or 44.5%.
This decrease is attributable to Southern California's previously announced
strategic decision to downsize this operation resulting in the elimination of
Snapple Liquitrend in 1995 ($1,911,000 in sales).

     Cost of goods sold decreased to $58,824,000 for the three months ending
September 30, 1996 from $90,814,000 for the comparable 1995 period, or 35.2%. If
the Puerto Rico costs of goods sold in the 1995 period were eliminated, Southern
California cost of goods sold would have decreased by 20.1% period to period. As
a percent of sales, gross margin is Southern California improved to 10.4% from
7.9% for the comparable period. This improvement is primarily the result of
favorable product mix for DSD products in Southern California and reduced fixed
costs, such as warehouse expense and labor costs resulting from the third
quarter 1995 restructuring.

     Administrative, marketing and general expenses decreased to $9,930,000 for
the three months ended September 30, 19996 from $12,550,000 for the three months
ended September 30, 1995, or 20.9%. With the elimination of Puerto Rico
operations from 1995 results, Southern California's expenses decreased 8.6%.
This decrease is the result of expense savings from Southern California's
workforce reduction in September 1996.

     Interest expense decreased to $2,483,000 during the three months ending
September 30, 1996, from $5,842,000 for the comparable 1995 period, or 57.5%.
This decrease was the result of the elimination of accrued interest related to
the retired Senior Secured Notes retired as of the consummation date, the
elimination of interest expense related to Puerto Rico and a lower average
balance related to Southern California's revolver.

     Other income for the three month period ending September 30, 1996, included
a $31,715,000 gain as a result of the sale of Puerto Rico.

     For the reasons set forth above, 1996 net loss before income taxes and
extraordinary items (net of restructure and reorganization charges and the gain
from the sale of Puerto Rico) decreased to $1,898,000 from $7,546,000 for the
comparable 1995 period.

COMPARISON OF THE COMPANY'S NINE MONTHS ENDED SEPTEMBER 30, 1996, WITH THE NINE
MONTHS ENDED SEPTEMBER 30, 1995.
 
     The table below sets forth sales for the nine months ended September 30,
1996 and 1995. For purposes of analysis below the operations of Predecessor
Company and Reorganized Company have been combined. As a result of the
Reorganization and recent restructuring resulting in the elimination and
downsizing of several product lines, the operations of Puerto Rico, Avalon and
Snapple DSD distribution have been eliminated to arrive at comparable sales.

<TABLE>
<CAPTION>
                                           Nine Months Ended
                                     ------------------------------
                                     September 30,    September 30,
                                         1996             1995
                                     -------------    -------------
     <S>                                <C>              <C>
     Consolidated net sales             $236,362         $306,473
     Less:
       Puerto Rico                        37,931           59,354
       Avalon                              1,564           20,781
       Snapple DSD                             -           13,200
       Snapple Liquitrend                      -            6,946
                                        --------         --------
         Comparable sales               $196,867         $206,192
                                        ========         ========
</TABLE> 

                                      13
<PAGE>
 
     Net sales decreased to $236,362,000 for the nine months ending September
30, 1996, from $306,473,000 for the comparable 1995 period, or 22.9%. This
decrease is the result of (i) the sale of the Puerto Rico operations
($21,423,000 of the net sales decrease); (ii) reduced sales of Southern
California's Liquitrend division ($6,946,000 of the net sales decrease); (iii)
the elimination of Southern California's warehouse distribution product
division, Avalon, ($19,217,000 of the net sales decrease); and (iv) the
elimination of a Snapple distribution agreement, Snapple DSD ($13,200,000 of the
net sales decrease).

     Net sales for Southern California DSD product line decreased to
$172,390,000 from $177,390,000 or 2.7% for the nine months ending September 30,
1996 and 1995, respectively. This decrease is the direct result of the
termination of a temporary Snapple product distribution agreement for portions
of Southern California (13,200,000 in net sales). Excluding the impact on 1995
net sales for this distribution agreement termination, comparable net sales for
Southern California would have increased 5.5%.

     Liquitrend contract packing net sales decreased to $24,268,000 for the nine
month period ending September 30, 1996, from $47,424,000 for the nine month
period ending September 30, 1995, or 48.8%. This net sales decrease is the
direct result of Southern California's previously announced strategic decision
to downsize this division resulting in the elimination of Snapple Liquitrend in
1995 ($6,946,000 in sales).

     Costs of goods sold decreased to $191,738,000 for the nine months ending
September 30, 1996, from $260,698,000 for the comparable 1995 period, or 26.5%.
This decrease is primarily the result of the sale of Puerto Rico at the end of
the second quarter of 1996 (24.9% of the decrease) and reduced fixed costs in
Southern California, such as warehouse expense and labor costs that were
eliminated as a result of the third quarter 1995 restructuring.

     Administrative, marketing and general expenses decreased to $33,373,000 for
the nine months ending September 30, 1996, from $36,111,000 for the comparable
1995 period or 7.6%. This decrease is primarily the result of the sale of Puerto
Rico (61.4% of the decrease) and the result of workforce reductions during the
third quarter of 1995 in Southern California.

     Interest expense decreased to $13,138,000 for the nine months ending
September 30, 1996, from $17,349,000 for the comparable 1995 period, or 24.3%.
This decrease was the result of the discontinuance of accrued interest related
to the retirement of the Senior Secured Notes, the elimination of interest
expense during the third quarter for Puerto Rico, and lower average balance of
Southern California's working capital facility.

     For the reasons set forth above, net loss before income taxes and
extraordinary items (net of restructuring and reorganization charges and the
gain from the sale of Puerto Rico) decreased to $12,293,000 for the nine months
ending September 30, 1996, from $23,558,000 for the comparable 1995 period.


LIQUIDITY AND CAPITAL RESOURCES

     To facilitate comparison of cash flow activity for the first nine months of
1996 to the comparable 1995 period, Predecessor Company and Reorganized Company
have been combined.

     Operating activities provided $4,993,000 in cash for the first nine months
of 1996 as compared to the first nine months of 1995 when operating activities
used $3,294,000 of cash. This change was primarily the result of the suspension
of interest payments related to the Senior Secured Notes.

     During the first nine months of 1996, $66,611,000 was provided by investing
activities as compared to a use of $2,974,000 for the comparable 1995 period.
This change was primarily the result of the proceeds of approximately $74
million related to the sale of Puerto Rico in the second quarter of 1996 and an
increase in capital additions from $3,020,000 in the first nine months in 1995
to $5,148,000 in the first nine months of 1996 related to costs incurred in 1996
for the installation of a major management information system and a required
water reclamation project at the Vernon, California production facility in
Southern California.

                                      14
<PAGE>
 
     Upon consummation of the Plan, on August 15, 1996, Southern California
entered into a credit facility in the amount of $35 million, with GE Capital.
This facility will provide Southern California a revolving financing facility
for general corporate purposes, including working capital and capital
expenditures. Borrowings under this facility will be secured by substantially
all of Southern California's assets.

     Southern California believes that cash available under its revolving
financing facility, and cash provided by future operations should enable it to
continue to pay its creditors in the ordinary course of business.

                                      15
<PAGE>
 
PART II.  OTHER INFORMATION


ITEM 2.   CHANGE IN SECURITIES

          On August 16, 1996, Southern California emerged from bankruptcy
          proceedings and the First Amended Joint Plan of Reorganization. On
          such date, Southern California canceled its existing 11.5% Senior
          Secured Notes and its equity securities, and distributed to the
          holders of the Senior Secured Notes approximately $55 million in cash
          and 5.0 million shares of new common stock, par value $0.01 per share.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               27.1   Financial Data Schedule

          (b)  Reports on Form 8-K

               The Company filed a Current Report on Form 8-K dated July 2, 1996
               and August 15, 1996.
               
SIGNATURES

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, thereunto duly authorized.


Dated:  November 14, 1996



                                           Seven-Up/RC Bottling Company of
                                           Southern California, Inc.


                                           /s/ Richard D. Ferguson
                                           -------------------------------------
                                           Richard D. Ferguson
                                           Executive Vice President
                                           Chief Financial Officer
                                           (Duly Authorized Officer)

                                      16