-----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, Q6teCd9R9q+4pHalVxY6IrpSS6fhTAhddoeJ/BAEhBQITHsUu8WB9CdBNMBU+lwC 8Oz49u35uM4alM3JeL17Kg== 0000030697-97-000052.txt : 19970521 0000030697-97-000052.hdr.sgml : 19970521 ACCESSION NUMBER: 0000030697-97-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970505 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970520 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] 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: 97611855 BUSINESS ADDRESS: STREET 1: 280 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 4076534000 MAIL ADDRESS: STREET 1: 280 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 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 FORM 8-K FOR TRIARC COMPANIES, INC. - ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 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): May 5, 1997 TRIARC COMPANIES, INC. ----------------------------------------- (Exact Name of Registrant as Specified in its Charter) 1-2207 38-0471180 -------- --------------- (Commission (IRS Employer File Number) Identification No.) 280 Park Avenue New York, New York 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 2. ACQUISITION OR DISPOSITION OF ASSETS. On May 5, 1997, indirect subsidiaries of the Registrant (the "Sellers") completed the sale of their 355 company-owned Arby's restaurants to RTM Restaurant Group ("RTM"), the largest franchisee in the Arby's system, for approximately $71 million, consisting primarily of the assumption of approximately $69 million in mortgage indebtedness and capitalized lease obligations, subject to certain post-closing adjustments. As part of the transaction, the Sellers received options to purchase an aggregate 20% interest in each of the RTM affiliates that own the restaurants. Arby's, Inc., a subsidiary of the Registrant, will continue as the franchisor of the 3,030-store Arby's restaurant system. A copy of the Stock Purchase Agreement dated February 13, 1997 relating to the transaction was previously filed and is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 13, 1997 filed by RC/Arby's Corporation, a subsidiary of the Registrant (SEC File No. 0-20286). A copy of the press release with respect to the closing of the transaction is being filed herewith as an exhibit hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired Not Applicable. (b) Pro Forma Financial Information PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet of Triarc Companies, Inc. and subsidiaries (the "Company") as of March 30, 1997 and condensed consolidated statements of operations of the Company for the year ended December 31, 1996 and for the three months ended March 30, 1997 have been prepared by adjusting such financial statements, as derived and condensed, as applicable, from (i) the audited consolidated financial statements in its Form 10-K for the year ended December 31, 1996 (the "Form 10-K") and (ii) the unaudited condensed consolidated financial statements in its Form 10-Q for the three months ended March 30, 1997 (the "Form 10-Q"), to reflect the sale of the Company's restaurants on May 5, 1997, as if such transaction had occurred as of March 30, 1997 for the pro forma condensed consolidated balance sheet and as of January 1, 1996 for the pro forma condensed consolidated statements of operations. Such pro forma adjustments are described in the accompanying notes to the pro forma condensed consolidated balance sheet and statements 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 and the Company's unaudited condensed consolidated financial statements appearing in the Form 10-Q. 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 March 30, 1997 and January 1, 1996, respectively, or of the future financial position or results of operations of the Company.
TRIARC COMPANIES, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 30, 1997 AS PRO FORMA REPORTED ADJUSTMENTS PRO FORMA -------- ----------- --------- (IN THOUSANDS) (UNAUDITED) ASSETS Current assets: Cash and cash equivalents......................................$ 120,516 $ 50 (a) $ 116,370 (4,196) (b) Short-term investments......................................... 58,460 -- 58,460 Receivables, net............................................... 85,088 2,977 (c) 88,065 Inventories.................................................... 55,914 (2,592) (c) 53,322 Assets held for sale .......................................... 71,116 (71,116) (a) -- Deferred income tax benefit.................................... 16,409 -- 16,409 Prepaid expenses and other current assets...................... 14,691 -- 14,691 --------- --------- --------- Total current assets........................................ 422,194 (74,877) 347,317 Properties, net.................................................. 105,995 -- 105,995 Unamortized costs in excess of net assets of acquired companies.. 202,026 -- 202,026 Trademarks....................................................... 56,187 -- 56,187 Deferred costs, deposits and other assets........................ 58,155 1,329 (a) 56,149 (385) (c) (2,950) (d) --------- --------- --------- $ 844,557 $ (76,883) $ 767,674 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt..............................$ 101,006 $ (69,517) (a) $ 31,489 Accounts payable............................................... 42,949 -- 42,949 Accrued expenses............................................... 110,162 (220) (a) 104,596 (4,196) (b) (1,150) (d) --------- --------- --------- Total current liabilities................................... 254,117 (75,083) 179,034 Long-term debt................................................... 487,612 -- 487,612 Deferred income taxes............................................ 34,464 -- 34,464 Deferred income and other liabilities............................ 28,280 -- 28,280 Minority interests............................................... 34,316 -- 34,316 Stockholders' equity (deficit): Common stock................................................... 3,398 -- 3,398 Additional paid-in capital..................................... 163,416 -- 163,416 Accumulated deficit............................................ (113,001) (1,800) (d) (114,801) Treasury stock................................................. (45,760) -- (45,760) Other ......................................................... (2,285) -- (2,285) --------- --------- --------- Total stockholders' equity.................................. 5,768 (1,800) 3,968 --------- --------- --------- $ 844,557 $ (76,883) $ 767,674 ========= ========= =========
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED) (a)To reflect the sale of restaurants to RTM for (i) the proceeds of $50,000 in cash, a $1,950,000 note due 2000 with a discounted value of $1,329,000 and the assumption by RTM of $54,642,000 of mortgage and equipment notes and $14,875,000 of capitalized lease obligations, (ii) the elimination of the assets held for sale of $71,116,000 and (iii) the recording of the $220,000 net difference against amounts previously accrued. (b)To reflect the payment of $3,252,000 of previously accrued transaction costs, including real estate transfer taxes, mortgage recording costs, fairness opinions and valuations, legal and accounting, and the payment to RTM of $944,000 of reserves for employee benefits. (c)To reflect a receivable from RTM for the value of inventories of $2,592,000 and restaurant lease and utility deposits of $385,000 transferred to RTM with settlement due within 30 days. (d)To reflect the write-off of previously unamortized deferred financing costs of $2,950,000, net of related tax benefit of $1,150,000, relating to the debt assumed by RTM.
TRIARC COMPANIES, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996 AS PRO FORMA REPORTED ADJUSTMENTS PRO FORMA -------- ----------- --------- (IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED) Revenues: Net sales....................................................$ 931,920 $(228,031)(a) $ 703,889 Royalties, franchise fees and other revenues................. 57,329 9,121 (b) 66,450 --------- -------- --------- 989,249 (218,910) 770,339 --------- -------- --------- Costs and expenses: Cost of sales................................................ 652,109 (187,535)(a) 464,574 Advertising, selling and distribution........................ 139,662 (24,764)(a) 114,898 General and administrative................................... 131,357 (9,913)(a) 121,444 Reduction in carrying value of long-lived assets impaired or to be disposed of...................................... 64,300 (58,900)(a) 5,400 Facilities relocation and corporate restructuring ........... 8,800 -- 8,800 --------- -------- --------- 996,228 (281,112) 715,116 --------- -------- --------- Operating profit (loss).................................. (6,979) 62,202 55,223 Interest expense.............................................. (73,379) 8,421 (c) (64,958) Gain on sale of businesses, net............................... 77,000 -- 77,000 Other income, net ............................................ 7,996 -- 7,996 --------- -------- --------- Income before income taxes and minority interests ....... 4,638 70,623 75,261 Provision for income taxes.................................... (11,294) (27,472)(d) (38,766) Minority interests in income of consolidated subsidiaries..... (1,829) -- (1,829) ------ -------- --------- Income (loss) before extraordinary items................. $ (8,485) $ 43,151 $ 34,666 ========= ======== ========= Income (loss) before extraordinary items per share....... $ (.28) $ 1.16 ========= =========
TRIARC COMPANIES, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 30, 1997 AS PRO FORMA REPORTED ADJUSTMENTS PRO FORMA -------- ----------- --------- (IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED) Revenues: Net sales....................................................$ 192,086 $(52,134)(a) $ 139,952 Royalties, franchise fees and other revenues................. 13,315 2,085 (b) 15,400 --------- -------- --------- 205,401 (50,049) 155,352 --------- -------- --------- Costs and expenses: Cost of sales................................................ 125,883 (40,962)(a) 84,921 Advertising, selling and distribution........................ 29,345 (5,597)(a) 23,748 General and administrative................................... 30,714 (2,366)(a) 28,348 Facilities relocation and corporate restructuring ........... 1,883 -- 1,883 --------- -------- --------- 187,825 (48,925) 138,900 --------- -------- --------- Operating profit.......................................... 17,576 (1,124) 16,452 Interest expense............................................... (15,702) 2,020 (c) (13,682) Other income, net.............................................. 4,111 -- 4,111 --------- -------- --------- Income before income taxes and minority interests......... 5,985 896 6,881 Provision for income taxes..................................... (3,052) (349)(d) (3,401) Minority interests in income of consolidated subsidiaries...... (4,110) -- (4,110) --------- -------- --------- Loss before extraordinary items ..........................$ (1,177) $ 547 $ (630) ========= ======== ========= Loss before extraordinary items per share.................$ (.04) $ (.02) ========= =========
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED) (a) To reflect the elimination of the sales, cost of sales, advertising, selling and distribution expenses and allocated general and administrative expenses and, for the year ended December 31, 1996, the reduction in carrying value of long-lived assets impaired or to be disposed of related to the sold restaurants. The allocated general and administrative expenses reflect the portion of the Company's total general and administrative expenses allocable to the operating results associated with the restaurants sold as determined by management of the Company. Such allocated amounts consist of (i) salaries, bonuses, travel and entertainment expenses, supplies, training and other expenses related to area managers who have responsibility for the day-to-day operation of the sold restaurants and (ii) the portion of general corporate overhead (e.g. accounting, human resources, marketing, etc.) estimated to be attributable to the restaurants. Since the Company will no longer own Arby's restaurants but will continue to operate as an Arby's franchisor, it is undertaking a reorganization of its restaurant segment eliminating approximately 60 positions in its corporate and field administrative offices and significantly reducing leased office space. The effect of the elimination of income and expenses of the sold restaurants is significantly greater in the year ended December 31, 1996 as compared with the three months ended March 30, 1997 principally due to two 1996 eliminations which did not recur in the 1997 period for (i) the $58,900,000 reduction in carrying value of long-lived assets associated with the restaurants sold and (ii) depreciation and amortization on the long-lived restaurant assets sold, which had been written down to their estimated fair values as of December 31, 1996 and were no longer depreciated or amortized while they were held for sale. (b) To reflect royalties from the sales of the sold restaurants at the rate of 4%. (c) To reflect a reduction to interest expense relating to the debt assumed by RTM. (d) To reflect the income tax effects of the above at the incremental income tax rate of 38.9%. (c) Exhibits 99.1 Press release dated May 6, 1997 SIGNATURE 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. (Registrant) Date: May 20, 1997 By: /s/ JOHN L. BARNES, JR. ----------------------- John L. Barnes, Jr. Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated May 6, 1997 EXHIBIT 99.1 PRESS RELEASE CONTACT: MARTIN M. SHEA FOR IMMEDIATE RELEASE TRIARC COMPANIES, INC. 212/451-3030 TRIARC SELLS ARBY'S(R) RESTAURANTS TO FRANCHISEE RTM NEW YORK, New York -- May 6, 1997 -- Triarc Companies, Inc. (NYSE:TRY) announced today that the Triarc Restaurant Group has completed the sale of its 355 company-owned Arby's stores to RTM Restaurant Group, the largest franchisee in the Arby's system, for approximately $71 million, subject to certain post-closing adjustments. A substantial portion of the consideration consists of the assumption of existing mortgage and capitalized lease obligations. As part of this transaction, Triarc stated it received an option to purchase a 20% interest in the RTM affiliates that purchased the stores. This option reflects Triarc's continuing commitment to the Arby's brand. The Triarc Restaurant Group will continue as the franchisor of the 3,030 Arby's store system and will test and develop new concepts, products, menus, training programs and other initiatives in selected Arby's restaurants operated by RTM, and will also continue to develop new and existing concepts as dual-brands for the Arby's system and as stand-alone brands. "With the transfer of the company-owned units to RTM complete, the Triarc Restaurant Group can focus on the development of business growth strategies for the Arby's system and on the further development of our other restaurant brands," said Nelson Peltz, chairman and chief executive officer of Triarc. "We also expect that by being a franchisor rather than an operator, we can create more value for our shareholders by creating profits at the bottom line." Atlanta-based RTM now operates 670 Arby's Restaurants in 47 markets and 20 states. RTM has signed agreements to build an additional 400 Arby's units over the next 14 years. Triarc Companies, Inc. is comprised of four business: beverages (Royal Crown Company and Mistic), restaurants (Arby's), dyes and specialty chemicals (C.H. Patrick) and liquefied petroleum gas (National Propane). # # # -----END PRIVACY-ENHANCED MESSAGE-----