EXHIBIT 99.1
------------
[GRAPHIC OMITTED]
[LOGO -- TRIARC]
Triarc Companies, Inc.
280 Park Avenue
New York, NY 10017
FOR IMMEDIATE RELEASE
CONTACT: ANNE A. TARBELL
(212) 451-3030
WWW.TRIARC.COM
TRIARC DECLARES CASH AND CLASS B COMMON STOCK DIVIDENDS
o TWO-FOR-ONE CLASS B COMMON STOCK DIVIDEND IS DECLARED
o CLASS A AND CLASS B QUARTERLY CASH DIVIDENDS TOTALING $0.215 ARE DECLARED
o $50 MILLION SHARE REPURCHASE PROGRAM AMENDED TO INCLUDE CLASS B STOCK
NEW YORK, NY, AUGUST 11, 2003 -- Triarc Companies, Inc. (NYSE: TRY) announced
today that its Board of Directors approved a special stock dividend of two
shares of a newly designated Class B Common Stock, Series 1 for each outstanding
share of Class A Common Stock. The Board of Directors also approved the payment
of initial regular quarterly cash dividends of $0.065 per share on its Class A
Common Stock and $0.075 per share on the Class B Common Stock (for an aggregate
quarterly cash dividend of $0.215). On October 25, 2001, shareholders of Triarc
approved the authorization of Class B Common Stock. Triarc currently intends to
declare and pay quarterly cash dividends; however, there can be no assurance
that any dividends will be declared or paid in the future, or of the amount or
timing of such dividends, if any.
For a period of three years, the Class B Common Stock will be entitled
to at least 110% of the Class A Common Stock regular quarterly cash dividend,
when, as and if, declared. The Class B Common Stock will also be entitled to
1/10 vote per share. In addition, the Class B Common Stock will be entitled to a
$.01 per share preference in the event of any liquidation or winding-up of
Triarc and, after each share of Class A Common Stock receives $.01 per share,
will share ratably with the Class A Common Stock in the remaining assets of
Triarc. Neither the Class B Common Stock nor Triarc's currently outstanding
Class A Common Stock will be convertible into the other class of common stock.
The record date for the Class B Common Stock dividend is August 21,
2003, and the distribution date will be September 4, 2003. Triarc shareholders
will not be required to take any action to receive the Class B Common Stock on
the distribution date. The record date for the Class A and Class B cash
dividends is September 15, 2003 and the payment date will be September 25, 2003.
American Stock Transfer & Trust Company, Triarc's transfer agent, (tel. #
1-800-937-5449; info@amstock.com) is serving as the distribution agent for the
Class B Common Stock and all cash dividends.
Triarc has applied to list its Class B Common Stock on the New York
Stock Exchange and expects that regular way trading in the Class B Common Stock
under the ticker symbol "TRY.B" will begin on September 5, 2003. The Class B
Common Stock is expected to begin trading on a "when-issued" basis on the New
York Stock Exchange under the ticker symbol "TRY.B wi" on or about August 19,
2003. During the "when-issued" period, which will end on the Class B Common
Stock distribution date (September 4, 2003), Triarc Class A Common Stock with
due bills (ticker symbol "TRY") will trade on the New York Stock Exchange.
Triarc Class A Common Stock without due bills
2
(ticker symbol "TRY wi") will also trade on the New York Stock Exchange during
the "when-issued" period.
A registration statement under the Securities Exchange Act of 1934, as
amended, will be filed with the Securities and Exchange Commission ("SEC").
Additionally, appropriate adjustments will be made for the stock dividend with
respect to the conversion feature of Triarc's recently issued 5% Convertible
Notes due 2023 (the "Convertible Notes") and with respect to all outstanding
options under Triarc's stock option plans. Following the stock dividend, each
Convertible Note (having a principal amount of $1,000) will be convertible into
25 shares of Class A Common Stock and 50 shares of Class B Common Stock. A
post-effective amendment to the registration statement under the Securities Act
of 1933, as amended, for the Convertible Notes and the shares of stock issuable
upon conversion of such notes will be filed with the SEC to cover the Class B
Common Stock. Until such post-effective amendment is declared effective by the
SEC, no such securities may be resold pursuant to the registration statement.
Outstanding options will be exercisable for one share of Class A Common
Stock and two shares of Class B Common Stock. Option holders will be required to
exercise each outstanding option for Class A Common and Class B Common Stock at
the same time. Shares of Class B Common Stock have been reserved for both future
conversions of the Convertible Notes and exercises of stock options.
On June 3, 2003 Triarc's stock repurchase program was extended until
January 18, 2005 and the amount available under the program was replenished to
permit the purchase of up to $50 million of Class A Common Stock. Today,
3
the Board of Directors also approved the amendment of the stock repurchase
program to permit the Company to use the $50 million to also repurchase shares
of the Class B Common Stock following the issuance of the Class B Common Stock
on September 4, 2003.
Commenting on today's dividend actions, Nelson Peltz, Triarc's Chairman and
Chief Executive Officer, said: "Given Triarc's strong balance sheet and recent
tax law changes, we believe it is the right time to declare an initial regular
quarterly cash dividend as an additional means of building shareholder value.
Declaring a cash dividend demonstrates the Board's confidence in the Company's
long-term growth opportunities and financial strength. We will also continue to
repurchase Triarc's common stock as market conditions warrant and to the extent
legally permissible. Since 1998, Triarc has repurchased approximately $340
million of its common stock including 9.9 million Class A common shares and
approximately 6.0 million shares of a prior class of previously outstanding
Class B common shares."
Peltz added: "During our 30-year partnership, Peter May and I have
successfully utilized dual class structures and shareholders have benefited
equitably from these structures. At Triarc, we believe that a capital structure
utilizing two classes of common stock will enhance our flexibility as we respond
to future acquisition opportunities. In combination with our existing
significant cash and investment position and potential to leverage future
transactions, we believe that the Class B stock gives Triarc increased
flexibility to pursue value additive acquisitions."
4
Triarc is a holding company and through its subsidiaries, the
franchisor of the Arby's(R) restaurant system and, as of June 29, 2003, an
operator of 238 Arby's restaurants located in the United States.
# # #
Notes to Follow
5
NOTES TO PRESS RELEASE
1. The actual declaration and payment of quarterly cash dividends and the
timing and amount thereof are in the sole discretion of the Board of
Directors and there can be no assurance that quarterly cash dividends will
be declared or paid in any subsequent quarters, or of the amount or timing
of such dividends, if any.
2. The statements in this press release that are not historical facts,
including, most importantly, information concerning possible or assumed
future results of operations of Triarc Companies, Inc. and its subsidiaries
(collectively, "Triarc" or the "Company") and 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 (the "Reform Act"). All statements which
address operating performance, events or developments that are expected or
anticipated to occur in the future, including statements relating to
revenue growth, earnings per share growth or statements expressing general
optimism about future operating results, are forward-looking statements
within the meaning of the Reform Act. These forward-looking statements are
based on our current expectations, speak only of the date of this press
release and are susceptible to a number of risks, uncertainties and other
factors. Our actual results, performance and achievements may differ
materially from any future results, performance or achievements expressed
or implied by such forward-looking statements. For those statements, we
claim the protection of the safe-harbor for forward-looking statements
contained in the Reform Act. Many important factors could affect our future
results and could cause those results to differ materially from those
expressed in the forward-looking statements contained herein. Such factors
include, but are not limited to, the following: competition, including
pricing pressures, the potential impact of competitors' new units on sales
by Arby's(R)restaurants and consumers' perceptions of the relative quality,
variety and value of the food products offered; success of operating
initiatives; development and operating costs; advertising and promotional
efforts; brand awareness; the existence or absence of positive or adverse
publicity; market acceptance of new product offerings; new product and
concept development by competitors; changing trends in consumer tastes and
preferences (including changes resulting from health or safety concerns
with respect to the consumption of beef, french fries or other foods or the
effects of food-borne illnesses) and in spending and demographic patterns;
the business and financial viability of key franchisees; availability,
location and terms of sites for restaurant development by the Company and
its franchisees; the ability of franchisees to open new restaurants in
accordance with their development commitments, including the ability of
franchisees to finance restaurant development; delays in opening new
restaurants or completing remodels; anticipated or unanticipated restaurant
closures by the Company and its franchisees; the ability to identify,
attract and retain potential franchisees with sufficient experience and
financial resources to develop and operate Arby's restaurants; changes in
business strategy or development
6
plans; quality of the Company's and franchisees' management; availability,
terms (including changes in interest rates) and deployment of capital;
business abilities and judgment of the Company's and franchisees'
personnel; availability of qualified personnel to the Company and to
franchisees; labor and employee benefit costs; availability and cost of
energy, raw materials, ingredients and supplies; the potential impact that
interruptions in the distribution of supplies of food and other products to
Arby's restaurants could have on sales at Company-owned restaurants and the
royalties that Arby's receives from franchisees; availability and cost of
workers' compensation and general liability premiums and claims experience;
changes in national, regional and local economic, market, business or
political conditions in the countries and other territories in which the
Company and its franchisees operate; changes in government regulations,
including franchising laws, accounting standards, environmental laws,
minimum wage rates and taxation requirements; the costs, uncertainties and
other effects of legal, environmental and administrative proceedings; the
impact of general economic conditions on consumer spending, including a
slower consumer economy and the effects of war or terrorist activities;
adverse weather conditions; and other risks and uncertainties affecting the
Company and its subsidiaries detailed in the Company's Form 10-K for the
fiscal year ended December 29, 2002 (see especially "Item 1. Business-Risk
Factors" and "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations"), and in our other current and
periodic filings with the Securities and Exchange Commission, all of which
are difficult or impossible to predict accurately and many of which are
beyond our control. We will not undertake and specifically decline any
obligation to publicly release the results 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 our policy
generally not to make any specific projections as to future earnings, and
we do not endorse any projections regarding future performance that may be
made by third parties.
7