-----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, PbJbUAIa0vwfv8QPuHjrLyEgTrdEZ44VYQLBHw9v30scDe52Z4W7tJMdvvD3Rv8J lOheRc1e0ETU01pX/o2x/g== 0000030697-96-000022.txt : 19960724 0000030697-96-000022.hdr.sgml : 19960724 ACCESSION NUMBER: 0000030697-96-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960702 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960711 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96593522 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) July 2, 1996 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) 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 5. Other Events. On July 2, 1996, the Registrant issued a press release regarding the completion by National Propane Partners, L.P., a master limited partnership formed by National Propane Corporation, a subsidiary of the Registrant, of its initial public offering of common units representing limited partner interests and the private placement of $125 million aggregate principal amount of 8.54% First Mortgage Notes due 2010. A copy of the press release is being filed herewith as an exhibit hereto and is incorporated herein by reference. On July 8, 1996, the Registrant issued a press release with respect to its stock repurchase program, which authorizes management, when and if market conditions warrant, to purchase over the next 12 months up to $20 million of the Registrant's Class A Common Stock. A copy of the press release is being filed herewith as an exhibit hereto and is incorporated herein by reference. On July 9, 1996, the Registrant issued a press release with respect to its repayment of certain indebtedness to National Union Fire Insurance Company. A copy of the press release is being filed herewith as an exhibit hereto and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated July 2, 1996 99.2 Press release dated July 8, 1996 99.3 Press release dated July 9, 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. Brian L. Schorr Date: July 11, 1996 By: ----------------------------- Brian L. Schorr Executive Vice President and General Counsel Exhibit Index Exhibit No. Description Page No. - - -------- ------------ -------- 99.1 Press release dated July 2, 1996 99.2 Press release dated July 8, 1996 99.3 Press release dated July 9, 1996 EX-99.1 2 PRESS RELEASE JULY 2 EXHIBIT 99.1 PRESS RELEASE CONTACT: Martin M. Shea For Immediate Release Triarc Companies, Inc. 212/230-3030 Ron Rominiecki National Propane Corporation 319/365-1550 NATIONAL PROPANE PARTNERS, L.P. COMPLETES INITIAL PUBLIC OFFERING AND PLACES DEBT NEW YORK, New York, July 2, 1996 -- National Propane Partners, L.P. (NYSE:NPL) a newly formed partnership created to acquire, own and operate the propane business and assets of its managing general partner, National Propane Corporation, announced today that its initial public offering of 6,190,476 Common Units was priced at $21.00, resulting in a yield of 10.0% on NPL's distribution of $0.525 per Common Unit, per quarter or $2.10 per Common Unit on an annualized basis (which distribution is not guaranteed). The partnership believes this is the fifth largest retail marketer of propane in the United States. National Propane Corporation, a general partner, is an indirect, wholly-owned subsidiary of Triarc Companies, Inc. NPL also announced that it has completed the private placement of $125 million aggregate principal amount of 8.54% of First Mortgage Notes to institutional investors, these Notes have been rated BBB by Fitch Investor Services, Inc. The Northwestern Mutual Life Insurance Co., Connecticut General Life Insurance Co., and Teachers Insurance and Annuity Association of America and other institutions have agreed to purchase the Notes which have a final maturity of June, 2010. As a result of these transactions, NPL's initial capitalization will be approximately $320 million. The Common Unit offering was underwritten and the debt placed by a group led by Merrill Lynch & Co. and Donaldson, Lufkin and Jenrette. ### EX-99.2 3 PRESS RELEASE JULY 8 PRESS RELEASE CONTACT: Martin M. Shea For Immediate Release Triarc Companies, Inc. 212/230-3030 TRIARC ANNOUNCES STOCK REPURCHASE PROGRAM NEW YORK, New York, July 8, 1996 -- Triarc Companies, Inc. (NYSE:TRY) announced today that its management has been authorized, when and if market conditions warrant, to purchase over the next 12 months, up to $20 million of Triarc Class A Stock. No such repurchases have been made to date and there can be no assurance that any such repurchases will be made. Triarc had previously, in the first six months of 1995, had a similar program in effect through which it had purchased approximately $1.5 million worth of stock through open market purchases. We believe that the recent sale of Graniteville's textile operations and the recent completion of the National Propane IPO have greatly improved our balance sheet and sharply concentrated our business focus on our beverage and restaurant business. These steps have created a situation where we believe our stock is undervalued in the marketplace, and where purchases by the company will benefit our long-term stockholders, said Nelson Peltz, Triarc's chairman and chief executive officer. Triarc has previously reported that it sold its Graniteville textile operations and completed an initial public offering for the Master Limited Partnership of its National Propane business. As a result of these transactions and the refinancing of C.H. Patrick, Triarc's specialty dyes and chemical business, Triarc received $546 million in cash, $208 million net of debt repayments, and related fees and expenses. Triarc currently has outstanding approximately 24 million shares of Class A Common Stock of which approximately 25% is held by Mr. Peltz and Peter W. May, Triarc's president and chief operating officer. With sales of nearly $1 billion, Triarc Companies is comprised of four businesses: restaurants (Arby's, Arby's Roast Town, P.T. Noodle's and ZuZu), beverages (Royal Crown Company and Mistic Brands), liquefied petroleum gas (National Propane) and specialty dyes and chemicals (C.H. Patrick). ### EX-99.3 4 PRESS RELEASE JULY 9 PRESS RELEASE CONTACT: Martin M. Shea For Immediate Release Triarc Companies, Inc. 212/230-3030 TRIARC REPAYS DEBT NEW YORK, New York, July 9, 1996 -- Triarc Companies, Inc. (NYSE:TRY) announced today that it has reached an agreement with National Union Fire Insurance Company, whereby Triarc paid $27.2 million to National Union in return for the cancellation of a 9 1/2% promissory note payable in the principal amount of $36.5 million. The principal amount had previously been reduced by $3 million. The negotiated settlement of this note payable is a fine example of how we continue to strengthen Triarc's balance sheet. As we continue to focus operations and increase cash flow, we find more and more opportunities to create greater shareholder value, said Nelson Peltz, chairman and chief executive officer of Triarc Companies, Inc. With sales of nearly $1 billion, Triarc Companies is comprised of four businesses: restaurants (Arby's, Arby's Roast Town, P.T. Noodle's and ZuZu), beverages (Royal Crown Company and Mistic Brands), liquefied petroleum gas (National Propane) and specialty dyes and chemicals (C.H. Patrick). ### -----END PRIVACY-ENHANCED MESSAGE-----