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): June 24, 1997
TRIARC COMPANIES, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
------------------ ------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
280 Park Avenue
New York, NY 10017
---------------------------------------- -----------------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report
1
Item 5. Other Events
On June 24, 1997, Triarc Companies, Inc ("Triarc") and Cable Car
Beverage Corporation ("Cable Car") entered into a definitive agreement (the
"Merger Agreement") pursuant to which Triarc will acquire Cable Car in a
tax-free merger in which a wholly-owned subsidiary of Triarc will merge into
Cable Car, with Cable Car being the surviving corporation. Accordingly,
following the merger, Cable Car will become a wholly-owned subsidiary of Triarc.
Cable Car, which markets premium soft drinks and waters in the United States and
Canada, primarily under the Stewart's(R) brand, had 1996 sales of approximately
$18.8 million.
Pursuant to the Merger Agreement, holders of common stock of Cable
Car will receive 0.1722 shares (the "Conversion Price") of Triarc's Class A
Common Stock for each share of Cable Car common stock held by them
(approximately 1.5 million Triarc shares will be issued, assuming approximately
9.0 million outstanding shares of Cable Car common stock); provided, that (i) if
the average (without rounding) of the closing prices of Triarc's Class A Common
Stock on the New York Stock Exchange ("NYSE") on the NYSE Composite Tape for the
15 consecutive NYSE trading days ending on the NYSE trading day immediately
preceding the closing date (the "Average Triarc Share Price") shall be less than
$18.875, then the Conversion Price shall be adjusted so that it shall equal the
quotient obtained by dividing (A) $3.25 by (B) the Average Triarc Share Price,
and (ii) if the Average Triarc Share Price shall be greater than $24.50, then
the Conversion Price shall be adjusted so that it shall equal the quotient
obtained by dividing (x) $4.22 by (y) the Average Triarc Share Price. After
giving effect to the transaction, Triarc will have approximately 31 million
shares of its Common Stock outstanding (including its non-voting Class B Common
Stock). Triarc may terminate the Merger Agreement if the Average Triarc Share
Price is less than $15.00. In such event, Triarc has agreed to reimburse Cable
Car for up to $225,000 of expenses incurred by it in connection with the Merger
Agreement and the transactions contemplated thereby. Consummation of the merger
is also subject to customary closing conditions, including the approval of the
merger by the stockholders of Cable Car, the registration with the Securities
and Exchange Commission of the Triarc shares to be issued and any required
Hart-Scott-Rodino antitrust clearance. The acquisition is expected to be
consummated during the latter part of the third quarter of 1997.
In connection with the transaction, Triarc also announced that it
has entered into an agreement (the "Stockholders' Agreement") with Cable Car's
two largest stockholders (and their spouses), who hold approximately 20% of
Cable Car's outstanding Common Stock, pursuant to which such stockholders have
agreed, among other things, to vote their shares in favor of the transaction and
not to sell such shares to any other party. In addition, Triarc has received an
option to purchase such shares, if certain events occur, at a price determined
by using the same formula as that used to determine the Conversion Price, except
that the relevant period for the calculation of such price is the 15 consecutive
NYSE trading days ending on the NYSE trading day immediately preceding the date
of the closing of the exercise of the option. Furthermore, upon consummation of
the transaction, Samuel M. Simpson, President of Cable Car, has agreed, and
Triarc has agreed to cause Cable Car, to terminate his existing employment
agreement and to enter into a new three-year employment agreement, which will
contain, among other provisions, non-compete provisions.
A copy of the Merger Agreement, the Stockholders' Agreement and the
press release relating to the transactions described above are being filed
herewith as exhibits hereto and are incorporated herein by reference.
2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 --Agreement and Plan of Merger dated as of June 24, 1997 between
Cable Car Beverage Corporation, Triarc and CCB Merger Corporation.
9.2 --Stockholders Agreement dated June 24, 1997 by and among Triarc
and each of the parties signatory thereto.
99.1 -Press release dated June 24, 1997.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
TRIARC COMPANIES, INC.
By: BRIAN L. SCHORR
-----------------------------------------
Brian L. Schorr, Executive Vice President
Dated: June 26, 1997
4
EXHIBIT
Exhibit
No. Description Page No.
2.1 -- Agreement and Plan of Merger dated as of June 24, 1997 between
Cable Car Beverage Corporation, Triarc and CCB Merger Corporation.
9.2 -- Stockholders Agreement dated June 24, 1997 by and among Triarc
and each of the parties signatory thereto.
99.1 -- Press release dated June 24, 1997.
5