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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 22, 1997
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212)451-3000
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(Former Name or Former Address, if
Changed Since Last Report)
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Certain statements in this Current Report on Form 8-K that are not
historical facts constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Triarc Companies,
Inc. ("Triarc") and its subsidiaries to be materially different from any future
results, performance or achievements express or implied by such forward-looking
statements. Such factors include, but are not limited to, the following: general
economic and business conditions; competition; success of operating initiatives;
development and operating costs; advertising and promotional efforts; brand
awareness; the existence or absence of adverse publicity; acceptance of new
product offerings; changing trends in customer tastes; changes in business
strategy or development plans; quality of management; availability, terms and
deployment of capital; business abilities and judgment of personnel;
availability of qualified personnel; labor and employee benefit costs;
availability and cost of raw materials and supplies; changes in, or failure to
comply with, government regulations; the costs and other effects of legal and
administrative proceedings; and other risks and uncertainties detailed in
Triarc's Annual Report on Form 10-K for the year ended December 31, 1996. Triarc
will not undertake and specifically declines any obligation to publicly release
the result 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.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 22, 1997, the Registrant completed its acquisition (the
"Acquisition") of all of the outstanding capital stock of Snapple Beverage Corp.
("Snapple") from The Quaker Oats Company ("Quaker") for $300 million in cash
(subject to certain post-closing adjustments). Snapple, which markets and
distributes ready-to-drink teas and juice drinks, had sales for 1996 of
approximately $550 million, and is considered the market leader in the juice
drinks category. Snapple, together with Mistic Brands, Inc. ("Mistic") and Royal
Crown Company, Inc., each of which the Registrant also owns, will operate as
part of the Triarc Beverage Group. A $380 million bank financing for the Snapple
acquisition was provided by affiliates of Donaldson Lufkin & Jenrette and Morgan
Stanley, Inc. Proceeds from the financing were used to finance the Snapple
acquisition, to refinance existing indebtedness of Mistic of approximately $70
million and to pay certain fees and expenses associated with the Acquisition. As
of the closing date of the Acquisition, neither Quaker nor Snapple had any
material relationship with the Registrant or any of its affiliates, any director
or any officer of the Registrant or any associate of any such director or
officer.
A copy of the Stock Purchase Agreement relating to the Acquisition was
previously filed by the Registrant in its Current Report on Form 8-K dated March
31, 1997 (SEC File No. 1-2207) and is incorporated herein by reference. Copies
of the Credit Agreement and the press release with respect to the closing of the
Acquisition are also being filed herewith as exhibits hereto and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The financial statements of the business acquired in the
Acquisition are not being provided herewith since it is impracticable for the
Registrant to do so at the time this Report is filed. Such required financial
statements will be filed as soon as practicable and in no event later than 60
days after the date this Report must be filed.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Article
11 of Regulation S-X is not being furnished herewith since it is impracticable
for the Registrant to do so at the time this Report is filed. Such required pro
forma financial information will be filed as soon as practicable and in no event
later than 60 days after the date this Report must be filed.
(c) Exhibits
10.1 Credit Agreement dated as of May 22, 1997 among Mistic Brands,
Inc., Snapple Beverage Corp. and Triarc Beverage Holdings Corp.,
as the Borrowers, Various Financial Institutions, as the Lenders,
DLJ Capital Funding, Inc., as the Syndication Agent for the
Lenders, and Morgan Stanley Senior Funding, Inc. as the
Documentation Agent for the Lenders.
99.1 Press release dated May 22, 1997.
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 hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: June 6, 1997 JOHN L. BARNES, JR.
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John. L. Barnes, Jr.
Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description Page No.
10.1 Credit Agreement dated as of May 22, 1997 among
Mistic Brands, Inc., Snapple Beverage Corp. and
Triarc Beverage Holdings Corp., as the Borrowers,
Various Financial Institutions, as the Lenders, DLJ
Capital Funding, Inc., as the Syndication Agent for
the Lenders, and Morgan Stanley Senior Funding, Inc.
as the Documentation Agent for the Lenders
99.1 Press release dated May 22, 1997