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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 9, 1998
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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The statements in this Current Report on Form 8-K/A that are not
historical facts, including, most importantly, those 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" that involve risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any outcomes expressed or implied by such forward-looking
statements. For those statements, Triarc claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Art of 1995. Such factors include, but are not limited to, the
following: 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
consumer tastes; the success of multi-branding; availability, location and terms
of sites for restaurant development; 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; regional weather conditions; changes in wholesale propane prices;
the costs and other effects of legal and administrative proceedings; pricing
pressures resulting from competitive discounting; general economic, business and
political conditions in the countries and territories where Triarc operates; the
impact of such conditions on consumer spending; and other risks and
uncertainties detailed in Triarc's other current and periodic filings with the
Securities and Exchange Commission. 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 5. OTHER EVENTS.
On February 9, 1998, Triarc completed the sale of $360 million principal
amount at maturity of its Zero Coupon Convertible Subordinated Debentures due
2018 (the "Debentures") in a private placement. Such amount included the
exercise in full by the purchaser of its option to purchase an additional $90
million principal amount at maturity of Debentures. In addition, in connection
with the consummation of the sale of the Debentures, Triarc purchased from the
purchaser of the Debentures (the "Stock Purchase") one million shares of its
Class A Common Stock for an aggregate purchase price of approximately $25.6
million.
The Debentures are convertible into Triarc's Class A Common Stock at a
conversion rate of 9.465 shares per $1,000 principal amount at maturity, which
represents an initial conversion price of approximately $29.40 per share of
Class A Common Stock. The conversion price will increase over the life of the
Debentures at 6.5% per annum computed on a semi-annual bond equivalent basis.
The conversion of all of the Debentures into Class A Common Stock would result
in the issuance of approximately 3.4 million shares of Class A Common Stock.
Neither the Debentures, nor the Class A Common Stock issuable upon
conversion, were registered initially under the Securities Act of 1933, as
amended, and may not be offered or sold within the United States unless so
registered or in a transaction not subject to the registration requirements of
the Securities Act. This Current Report on Form 8-K shall not constitute an
offer to sell or a solicitation of an offer to buy the Debentures or the Class A
Common Stock.
A copy of the Indenture and Registration Rights Agreement relating to
the Debentures, and the press release with respect to the closing of the
transactions are being filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
4.1 Indenture dated as of February 9, 1998 between Triarc
Companies, Inc. and The Bank of New York, as Trustee.
4.2 Registration Rights Agreement dated as of February 4, 1998
by and among Triarc and Morgan Stanley & Co. Incorporated.
99.1 Press Release dated February 9, 1998
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: March 6, 1998 By: Brian L. Schorr
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Brian L. Schorr
Executive Vice President
and General Counsel
EXHIBIT
Exhibit
No. Description Page No.
4.1 Indenture dated as of February 9, 1998 between Triarc
Companies, Inc. and The Bank of New York, as Trustee.
4.2 Registration Rights Agreement dated as of February 4,
1998 by and among Triarc and Morgan Stanley & Co.
Incorporated.
99.1 Press release dated February 9, 1998