UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 19, 2003
TRIARC COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2207 38-0471180
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation of
organization)
280 Park Avenue
New York, New York 10017
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former name or former address, (Zip Code)
if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On May 19, 2003, Triarc Companies, Inc. (the "Company") issued a press
release announcing that it has completed the sale of $175 million principal
amount of 5.0% convertible notes due 2023 (the "Convertible Notes") to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the
"Securities Act"). This amount includes $25 million principal amount of the
Convertible Notes issued pursuant to an option granted to the initial purchaser.
The Convertible Notes are convertible into shares of the Company's Class A
common stock under certain circumstances specified in the indenture relating to
the Convertible Notes.
In connection with the sale of the Convertible Notes, the Company
repurchased 1.5 million shares of its Class A Common Stock from the purchasers
of the Convertible Notes for $41.7 million (or $27.80 per share) under the terms
of the Company's previously announced $50 million stock repurchase program. The
press release relating to the completion of the transaction is attached as
Exhibit 99.1 to this report.
The Convertible Notes and the Class A common stock issuable upon conversion
of the Convertible Notes have not been registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the United
States, absent registration or an applicable exemption from registration
requirements. This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such state.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of Triarc Companies, Inc. dated May 19, 2003
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
By: Brian L. Schorr
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Brian L. Schorr
Executive Vice President and
General Counsel
Dated: May 19, 2003
EXHIBIT INDEX
Exhibit Description
99.1 Press release of Triarc Companies, Inc. dated May 19, 2003
Exhibit 99.1
For Immediate Release
CONTACT: Anne A. Tarbell
(212) 451-3030
www.triarc.com
TRIARC COMPLETES PRIVATE PLACEMENT OF $175 MILLION
5.0% CONVERTIBLE NOTES DUE 2023
o Repurchases 1.5 million Class A common shares at $27.80 per share
New York, NY, May 19, 2003 - Triarc Companies, Inc. (NYSE: TRY) announced
today that it has completed the sale of $175 million principal amount of 5.0%
convertible notes due 2023 ("convertible notes") to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities
Act"). This amount includes $25 million principal amount of the convertible
notes issued pursuant to an option granted to the initial purchaser. The notes
are unsecured and unsubordinated and will rank on parity with Triarc's other
existing and future unsecured and unsubordinated indebtedness.
The convertible notes will bear interest at a rate of 5.0% per annum and
are convertible into Triarc Class A common stock at a conversion rate of 25
shares per $1,000 principal amount of the notes (equal to a conversion price of
$40.00 per share of Triarc Class A common stock), subject to adjustment in
certain circumstances. Holders of the convertible notes may convert their
convertible notes only: (i) during any fiscal quarter commencing after June 29,
2003 that Triarc's Class A common stock trades in excess of $48.00 (which is
120% of the conversion price) for at least 20 trading days out of 30 consecutive
trading days ending on the last trading day of the preceding fiscal quarter;
(ii) during the five business day period after any ten consecutive day period in
which the trading price per $1,000 principal amount of the convertible notes for
each day is less than 95% of the per share price of Triarc Class A common stock
times the number of shares of Triarc Class A common stock issuable upon
conversion of $1,000 principal amount of notes; (iii) if the notes have been
called for redemption; or (iv) if certain specified corporate events have
occurred. Upon conversion, Triarc has the right to deliver in lieu of shares of
Class A common stock, cash or a combination of cash and stock.
Triarc may not redeem the convertible notes prior to May 20, 2010, after
which time Triarc may redeem the notes in whole or in part for cash at 100% of
their principal amount plus accrued and unpaid interest, if any. On May 15,
2010, 2015 and 2020 (or such additional dates as may be designated by Triarc)
convertible note holders may require Triarc to repurchase the notes for cash at
100% of principal amount plus accrued and unpaid interest, if any.
In connection with the sale of the convertible notes, Triarc repurchased
1.5 million shares of Triarc Class A common stock sold by the purchasers of the
convertible notes for $41.7 million (or $27.80 per share). Such repurchase was
made under Triarc's previously announced $50 million stock repurchase program.
The balance of the net proceeds from the sale of the convertible notes
(approximately $126.6 million) will be used by Triarc for general corporate
purposes, which may include working capital, repayment of indebtedness,
acquisitions, additional share repurchases and investments.
The convertible notes and the Class A common stock issuable upon conversion
of the convertible notes have not been registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the U.S.,
absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such state.
Triarc is a holding company and through its subsidiaries, the franchisor of
the Arby's(R) restaurant system and an operator of approximately 240 Arby's
restaurants located in the United States.
# # #
Note to Follow
NOTE TO PRESS RELEASE
The statements in this press release that are not historical facts,
including, most importantly, information concerning possible or assumed future
results of operations of Triarc Companies, Inc. and its subsidiaries
(collectively, "Triarc" or the "Company") and statements preceded by, followed
by, or that include the words "may," "believes," "expects," "anticipates" or the
negation thereof, or similar expressions, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). All statements which address operating performance,
events or developments that are expected or anticipated to occur in the future
are forward-looking statements within the meaning of the Reform Act. These
forward-looking statements are based on our current expectations, speak only of
the date of this press release and are susceptible to a number of risks,
uncertainties and other factors. Our actual results, performance and
achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. For those
statements, we claim the protection of the safe-harbor for forward-looking
statements contained in the Reform Act. Many important factors could affect our
future results and could cause those results to differ materially from those
expressed in the forward-looking statements contained herein. These factors
include, among others, risks and uncertainties affecting the Company and its
subsidiaries detailed in the Company's Form 10-K for the fiscal year ended
December 29, 2002 (see especially "Item 1. Business-Risk Factors" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations"), and in our other current and periodic filings with the Securities
and Exchange Commission, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. We will not undertake and
specifically decline any obligation to publicly release the results of any
revisions which may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events. In addition, it is our policy generally
not to make any specific projections as to future earnings, and we do not
endorse any projections regarding future performance that may be made by third
parties.