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) February 25, 1999
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 Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
-------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Withdrawal of Going Private Proposal; Dutch Auction Tender Offer
On March 10, 1999, Triarc Companies, Inc. ("Triarc") announced that it
had been advised by Nelson Peltz and Peter W. May, the Chairman and Chief
Executive Officer and the President and Chief Operating Officer, respectively,
of Triarc, that they have withdrawn their $18 per share going-private proposal,
effective immediately.
Triarc also announced that its Board of Directors unanimously approved a
tender offer for up to 5.5 million shares of the Company's Common Stock at a
price of not less that $16 1/4 and not more than $18 1/4 per share, pursuant to
a "Dutch Auction."
The tender offer is expected to commence on March 12, 1999. The tender
offer, proration period and withdrawal rights will expire at 12:00 midnight, New
York City time on April 13, 1999, unless the tender offer is extended.
The tender offer will be subject to various terms and conditions
described in offering materials to be mailed on or about March 12, 1999 to
Triarc shareholders of record as of March 10, 1999. The tender offer is
conditioned on 3,500,000 shares of Common Stock being tendered, unless such
condition is waived by the Company.
Wasserstein Perella & Co., Inc. will act as Dealer Manager for the offer
and Georgeson & Company Inc. will serve as Information Agent.
A copy of the press release relating to the foregoing is being filed as
an exhibit hereto.
Refinancing of Subsidiary Indebtedness
On February 25, 1999, Triarc Consumer Products Group, LLC ("Triarc
LLC"), a new wholly-owned subsidiary of Triarc which owns Triarc's premium
beverage, restaurant franchising and soft drink concentrates businesses,
completed the sale of $300 million principal amount of 10.25% Senior
Subordinated Notes due 2009 (the "Notes"), pursuant to Rule 144A of the
Securities Act of 1933, as amended (the "Securities Act"). Concurrently,
subsidiaries of Triarc LLC entered into a new $535 million Senior Secured Credit
Facility.
On February 25, 1999, RC/Arby's Corporation, a subsidiary of Triarc,
announced that it is redeeming its $275 million principal amount of 9 3/4%
Senior Secured Notes due 2000 on March 30, 1999 at a redemption price of
102.786% of the principal amount, plus accrued and unpaid interest.
The Notes have not been registered under the Securities Act, and may not
be offered or sold in the United States absent registration or an applicable
exemption from 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 Notes.
A copy of the Indenture and Registration Rights Agreement relating to
the Notes and the Credit Agreement are being filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4.1-- Credit Agreement dated as of February 25, 1999, among Snapple
Beverage Corp., Mistic Brands, Inc., Cable Car Beverage
Corporation, RC/Arby's Corporation and Royal Crown Company, Inc.,
as Borrowers, various financial institutions party thereto, as
Lenders, DLJ Capital Funding, Inc., as syndication agent, Morgan
Stanley Senior Funding, Inc., as Documentation Agent, and The
Bank of New York, as Administrative Agent
.
4.2-- Indenture dated of February 25, 1999 among Triarc Consumer
Products Group, LLC ("TCPG"), Triarc Beverage Holdings Corp.
("TBHC"), as Issuers, the subsidiary guarantors party thereto and
The Bank of New York, as Trustee.
4.3-- Registration Rights Agreement dated February 18, 1999 among TCPG,
TBHC, the Guarantors party thereto and Morgan Stanley & Co.
Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation
and Wasserstein Perrella Securities, Inc.
99.1-- Press Release dated March 10, 1999.
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
and General Counsel
Dated: March 11, 1999
EXHIBIT INDEX
Exhibit
No. Description Page No.
4.1 Credit Agreement dated as of February 25, 1999,
among Snapple Beverage Corp., Mistic Brands,
Inc., Cable Car Beverage Corporation, RC/Arby's
Corporation and Royal Crown Company, Inc., as
Borrowers, various financial institutions party
thereto, as Lenders, DLJ Capital Funding, Inc., as
syndication agent, Morgan Stanley Senior
Funding, Inc., as Documentation Agent, and The
Bank of New York, as Administrative Agent
4.2 Indenture dated of February 25, 1999 among
Triarc Consumer Products Group, LLC
("TCPG"), Triarc Beverage Holdings Corp.
("TBHC"), as Issuers, the subsidiary guarantors
party thereto and The Bank of New York, as
Trustee.
4.3 Registration Rights Agreement dated February 18,
1999 among TCPG, TBHC, the Guarantors party
thereto and Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities
Corporation and Wasserstein Perrella Securities,
Inc.
99.1 Press Release dated March 10, 1999.