-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SbVrp6oDRQ3LfOon32jjmUjm8zZYA7mXPVtUHUlspYJPtzcez7YN820MMjLj9UEt omFvqfmrV4K6ZXm+Ode/3A== 0000030697-96-000015.txt : 19960515 0000030697-96-000015.hdr.sgml : 19960515 ACCESSION NUMBER: 0000030697-96-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960514 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 96563725 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 4076534000 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 8-K 1 TRIARC FORM 8-K 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): April 29, 1996 TRIARC COMPANIES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-2207 38-0471180 (State or other (Commission (IRS Employer jurisdiction ofFile Number) Identification No.) incorporation) 900 Third Avenue New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212)230-3000 ----------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. On April 29, 1996, Graniteville Company, a South Carolina corporation ("Graniteville") and an indirect wholly-owned subsidiary of the Registrant, sold (the "Graniteville Sale") substantially all of Graniteville's textile business, other than the assets and operations of C.H. Patrick & Co., Inc. ("Patrick") and certain other excluded assets (the "Graniteville Business"), to Avondale Mills, Inc. ("Avondale"), a wholly-owned subsidiary of Avondale Incorporated. The purchase price for the Graniteville Business was $255 million in cash, subject to certain post-closing adjustments. As part of the Graniteville Sale, Avondale assumed all liabilities relating to the Graniteville Business, other than income taxes, long-term debt (which was repaid by Graniteville on April 29, 1996 as part of the Graniteville Sale) and certain other specified liabilities. In connection with the Graniteville Sale, Avondale and Patrick entered into a 10-year supply agreement (the "Supply Agreement") pursuant to which Patrick has the right to supply to the combined Graniteville/Avondale textile operations certain of its dyes and chemicals. Except for the Supply Agreement, as of April 29, 1996, Avondale did not have any material relationship with the Registrant or any of its affiliates, any director or any officer of Registrant or any associate of any such director or officer. A copy of the Asset Purchase Agreement relating to the Graniteville Sale was previously filed by the Registrant and is incorporated herein by reference. A copy of the press release with respect to the closing of the Graniteville Sale is being filed herewith as an exhibit hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired Not Applicable. (b) Pro Forma Financial Information (b) Pro Forma Financial Information PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet and statement of operations of Triarc Companies, Inc. (the "Company") as of and for the year ended December 31, 1995 have been prepared by adjusting the condensed consolidated balance sheet and statement of operations of the Company as of and for the year ended December 31, 1995, as derived and condensed from the audited consolidated financial statements in its Form 10-K for the year ended December 31, 1995 (the "Form 10-K"), to reflect the sale of the Company's textile operations on April 29, 1996 and the repayment of related debt, as if such transactions had occurred as of December 31, 1995 for the pro forma condensed consolidated balance sheet and as of January 1, 1995 for the pro forma condensed consolidated statement of operations. Such pro forma adjustments are described in the accompanying notes to the pro forma condensed consolidated balance sheet and statement of operations which should be read in conjunction with such statements. Such pro forma condensed consolidated financial statements should also be read in conjunction with the Company's audited consolidated financial statements appearing in the Form 10-K. The pro forma condensed consolidated financial statements do not purport to be indicative of the actual financial position or results of operations of the Company had such transactions actually been consummated on December 31, 1995 and January 1, 1995, respectively, or of the future financial position or results of operations of the Company.
TRIARC COMPANIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET December 31, 1995 As Pro Forma Reported Adjustments Pro Forma -------- ------------ ---------- (In thousands) ASSETS Current assets: Cash and cash equivalents $ 64,205 $ 251,379 (b) $ 99,248 (216,336)(e) Restricted cash and equivalents 34,033 -- 34,033 Marketable securities 7,397 -- 7,397 Receivables 168,534 (104,374)(a) 64,160 Inventories 118,549 (65,040)(a) 53,509 Deferred income tax benefit 8,848 7,746 (c) 16,594 Prepaid expenses and other current assets 11,262 (3,783) (a) 7,479 ------------- ------------- ------------- Total current assets 412,828 (130,408) 282,420 Investment in the Textile Business -- 262,252 (a) -- (262,252)(b) Properties, net 331,589 (114,776)(a) 216,813 Unamortized costs in excess of net assets of acquired companies 227,825 (8,309)(a) 219,516 Trademarks 57,146 -- 57,146 Deferred costs and other assets 56,578 (125)(a) 50,126 (6,327)(e) ------------- ------------- ------------- $ 1,085,966 $ (259,945) $ 826,021 ============= ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 83,531 $ (13,701)(e) $ 69,830 Accounts payable 61,908 (22,031)(a) 39,877 Accrued expenses 109,119 (11,102)(a) 100,421 26,684 (c) (19,630)(d) (4,650)(e) ------------- ------------- ------------- Total current liabilities 254,558 (44,430) 210,128 ------------- ------------- ------------- Long-term debt 763,346 (196,670)(e) 566,676 Deferred income taxes 24,013 (19,919)(c) 23,724 19,630 (d) Deferred income and other liabilities 23,399 (1,022)(a) 22,377 Stockholders' equity: Common stock 3,398 -- 3,398 Additional paid-in capital 162,020 -- 162,020 Accumulated deficit (97,923) (10,873)(b) (115,457) 981 (c) (7,642)(e) Treasury stock (45,931) -- (45,931) Other (914) -- (914) ------------- ------------- ------------- Total stockholders' equity 20,650 (17,534) 3,116 ------------- ------------- ------------- $ 1,085,966 $ (259,945) $ 826,021 ============= ============= ============= (a) To reclassify the assets and liabilities of the Textile Business as of December 31, 1995, which were sold or assumed in connection with the sale of the Textile Business on April 29, 1996, as "Investment in the Textile Business". (b) To reflect the net proceeds from the sale of the Textile Business of $251,379,000 ($257,269,000 sale price less the payment of estimated expenses related to the transaction of $5,890,000), and to record the then-resulting pretax loss, based on December 31, 1995 balances, of $10,873,000. Due to changes in the balances of assets and liabilities sold or assumed through the April 29, 1996 closing date, the actual impact of the sale will differ from the $10,873,000 pretax loss above. Based on current estimates and subject to post-closing adjustments, the impact of the sale as of the April 29, 1996 closing date is expected to result from breakeven to a loss of less than the $10,873,000. (c) To reflect a benefit from income taxes of $981,000 on the $10,873,000 pretax loss resulting from the sale of the Textile Business noted in (b) above (of which $8,309,000 represents the write-off of "Goodwill" which has no tax benefit). Such benefit consists of $27,665,000 from the release of deferred income tax liabilities of the Textile Business (consisting of $7,746,000 classified as current and $19,919,000 as noncurrent) partially offset by a $26,684,000 income tax liability resulting from the gain for tax purposes on the sale of the Textile Business estimated as of December 31, 1995. (d) To reflect the utilization of a portion of the Company's net operating loss carryforwards to offset a portion of the income tax liability in entry (c) above, the benefit of which had been previously recorded in noncurrent deferred income taxes. (e) To record (i) the repayment of all long-term debt of the Textile Business ($210,371,000 as of December 31, 1995) repaid concurrently with the sale of such business and (ii) an extraordinary charge for the related writeoff of unamortized deferred financing costs of $6,327,000 and the payment of related prepayment penalties of $5,965,000, net of income tax benefit of $4,650,000.
TRIARC COMPANIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1995 As Pro Forma Reported Adjustments Pro Forma (In thousands except per share data) Revenues: Net sales $ 1,128,390 $ (476,706) (a) $ 651,684 Royalties, franchise fees and other revenues 55,831 -- 55,831 ------------- ------------- ------------- 1,184,221 (476,706) 707,515 ------------- ------------- ------------- Costs and expenses: Cost of sales 859,928 (432,370)(a) 427,558 Advertising, selling and distribution 129,164 (9,177)(a) 119,987 General and administrative 146,493 (16,446)(a) 130,047 Reduction in carrying value of long-lived assets impaired or to be disposed of 14,647 -- 14,647 ------------- ------------- ------------- 1,150,232 (457,993) 692,239 ------------- ------------- ------------- Operating profit 33,989 (18,713) 15,276 Interest expense (84,227) 21,152 (a) (61,323) 1,752 (b) Other income 12,214 (2,148) (a) 10,066 ------------- ------------- ------------- Loss before income taxes (38,024) 2,043 (35,981) Benefit from (provision for) income taxes 1,030 (2,848)(a) (2,431) (613)(b) ------------- ------------- ------------- Net loss $ (36,994) $ (1,418) $ (38,412) ============= ============= ============= Net loss per share $ (1.24) $ (0.05) $ (1.29) ============= ============= ============= (a) To eliminate the revenues, expenses, provision for income taxes (including a $2,500,000 provision for income tax contingencies and other tax matters) and the net loss of the Company's textile segment (consisting of the Textile Business and Patrick) attributable to the sale of the Textile Business. (b) To reduce interest expense at an estimated rate of 5% on the net proceeds received from the sale of the Textile Business which as of December 31, 1995 would have been $35,043,000 and the income tax provision relating to such reduced interest expense at the 35% statutory rate.
(c) Exhibits 99.1 Press release dated April 29, 1996 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. Joseph A. Levato Date: May 14, 1996 By: --------------------------------- Joseph A. Levato Executive Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description Page No. - -------- -------------------- -------- 99.1 Press release dated April 29, 1996 EX-99 2 PRESS RELEASE CONTACT: Martin M. Shea For Immediate Release Triarc Companies, Inc. 212/230-3030 TRIARC SELLS GRANITEVILLE TO AVONDALE FOR $255 MILLION IN CASH NEW YORK, New York, April 29, 1996 -- Triarc Companies, Inc. (NYSE:TRY) announced today that it has sold its Graniteville textile business to Avondale Mills, Inc. for $255 million in cash, subject to certain post- closing adjustments. C.H. Patrick & Co., Inc., Triarc's dyes and specialty chemical subsidiary, and certain other excluded assets are not part of the transaction. As part of the sale, Avondale assumed all liabilities relating to the textile business, other than income tax liabilities, Graniteville's long-term debt (which was repaid at the closing) and certain other specified liabilities. In connection with the Graniteville sale, Avondale and C.H. Patrick have entered into a 10-year supply agreement, pursuant to which C.H. Patrick has the right to supply to the combined Graniteville/Avondale textile operations certain of its dyes and chemicals. "We are very pleased to have had the opportunity to work with all of our associates at Graniteville and to conclude the sale of this great asset to such a professional organization, Avondale. We wish them success in the future, said Nelson Peltz, chairman and chief executive officer of Triarc Companies, Inc. * * * With annual sales approaching $1 billion, Triarc Companies is comprised of four businesses: restaurants (Arby s), beverages (Royal Crown Company and Mistic Brands), liquefied petroleum gas (National Propane), and specialty dyes and chemicals (C.H. Patrick). # # # -----END PRIVACY-ENHANCED MESSAGE-----