EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Anne A. Tarbell
(212) 451-3030
www.triarc.com
TRIARC TO PURCHASE 6.0 MILLION CLASS B COMMON SHARES
VICTOR POSNER AFFILIATES TO IMMEDIATELY SELL ONE-THIRD OF TRIARC STAKE TO
COMPANY FOR $20.44 PER SHARE
REMAINING 4.0 MILLION SHARES TO BE PURCHASED OVER A TWO YEAR PERIOD
NEW YORK, NY, AUGUST 19, 1999 -- Triarc Companies, Inc. (NYSE: TRY) announced
today that its Board of Directors has unanimously approved a definitive
agreement whereby the Company will purchase for cash all of the 5,997,622
outstanding, non-voting Triarc Class B common shares held by Victor Posner
affiliates in three separate transactions, at prices ranging from $20.44 to
$21.93 per share, over a two year period.
Mr. Posner and his affiliates originally obtained non-voting shares of Triarc
when Mr. Posner sold a controlling stake in Triarc's predecessor company to
Nelson Peltz, Triarc's Chairman and CEO, and Peter W. May, Triarc's President
and COO, in April 1993.
Commenting on today's announcement, Nelson Peltz, said: "We believe the purchase
of all of the Class B common shares from Mr. Posner represents an important
strategic step for Triarc on terms which are attractive to our shareholders. The
transaction will greatly simplify Triarc's ownership and capital structure. We
will also preserve the Company's financial flexibility as the purchases can
occur over a two year period."
Triarc has approximately 25.6 million shares of common stock (including the
Class B common shares) currently outstanding. The definitive agreement to
purchase Mr. Posner's approximate 6.0 million Class B common shares equates to
approximately 24% of currently outstanding common shares.
Under the terms of the definitive purchase agreement, the Class B common shares
will be purchased in three separate transactions, for an aggregate purchase
price of approximately $127 million. The first transaction will constitute the
purchase of approximately 2.0 million shares at $20.44 per share and is expected
to close as early as today or within the next few business days. The two
subsequent transactions will both involve approximately 2.0 million shares at
per share prices of $21.18 and $21.93, respectively. The closing dates for these
transactions will be on or before the first and second anniversaries of the
first transaction's closing date, subject to extension in certain limited
circumstances. Triarc may accelerate the purchase of the remaining Class B
common shares, pursuant to the terms and conditions of the definitive purchase
agreement.
Triarc is a leading premium beverage company (Snapple(R), Mistic(R),
Stewart's(R)), a restaurant franchisor (Arby's(R), T.J. Cinnamons(R) and Pasta
Connection(TM)) and a producer of soft drink concentrates (Royal Crown(R), Diet
Rite(R), Nehi(R)).
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Note To Follow
NOTE TO PRESS RELEASE
The statements in this press release 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" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Triarc Companies, Inc. (the
"Company") and its subsidiaries to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. There can be no assurance that the purchase of the
Class B common shares will be consummated. In addition, such factors include,
but are not limited to, the following: competition, including product and
pricing pressures; success of operating initiatives; the ability to attract and
retain customers; development and operating costs; advertising and promotional
efforts; brand awareness; the existence or absence of adverse publicity; market
acceptance of new product offerings; new product and concept development by
competitors; changing trends in customer tastes; the success of multi-branding;
availability, location and terms of sites of restaurant development by
franchisees; the ability of franchisees to open new restaurants in accordance
with their development commitments; changes in business strategy or development
plans; quality of management; business abilities and judgement of personnel;
availability of qualified personnel; labor and employee benefit costs;
availability and cost of raw materials and supplies; the success of the Company
in identifying systems and programs that are not Year 2000 compliant; unexpected
costs associated with Year 2000 compliance or the business risk associated with
Year 2000 non-compliance by customers and/or suppliers; general economic,
business and political conditions in the countries and territories in which the
Company operates, including the ability to form successful strategic business
alliances with local participants; changes in, or failure to comply with,
government regulations (including accounting standards, environmental laws and
taxation requirements); the costs and other effects of legal and administrative
proceedings; the impact of general economic conditions on consumer spending; and
other risks and uncertainties detailed in other current and periodic filings by
Triarc 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. In addition, it is Triarc's policy
generally not to make any specific projections as to future earnings, and Triarc
does not endorse any projections regarding future performance that may be made
by third parties.